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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
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H.
In addition, the Merging Companies' management boards have drawn up a joint explana-tory report to the Merger Plan (the "Explanatory Report"). The managing directors of the Merging Companies have signed the Explanatory Report.
I.
In connection with the Merger, an auditor as referred to in Section 2:393 DCC has issued the statements and the report referred to in Section 2:328 DCC.
J.
In connection with the Merger, an auditor has issued the report referred to in §§ 122f, 9 et seqq. UmwG.
K.
On the twelfth day of June two thousand and seventeen, the Disappearing Company filed the documents as referred to in § 122d UmwG, to the extent required, with the commercial register of the lower court (Amtsgericht) of Düsseldorf, Germany.
L.
On the nineteenth day of June two thousand and seventeen, the commercial register of the lower court (Amtsgericht) of Düsseldorf, Germany, published the Merger Plan of the Merging Compa-nies by means of a notice stating the information as required pursuant to § 122d UmwG.
M.
The Merger Plan was filed with the Dutch trade register on the thirtieth day of June two thousand and seventeen, together with the other relevant documents referred to in Sections 2:314(1) DCC and 2:328(1) DCC. On that same date, those documents were also filed at the Merging Companies' offices, together with the other relevant documents referred to in Sections 2:314(2) DCC and 2:328(2) DCC.
N.
The Merging Companies announced the filings mentioned in recital M. in Trouw on the fifth day of July two thousand and seventeen, in accordance with Sections 2:314(3) DCC and 2:331(2) DCC.
O.
The Merging Companies announced the Merger in the Dutch Gazette (Staatscourant) on the sixth day of July two thousand and seventeen, in accordance with Section 2:333e DCC.
P.
The declaration from the clerk of the court of first instance of Amsterdam, the Nether-lands, a copy of which shall be attached to this Deed, evidences that no objection to the Merger Plan has been filed by a creditor of either or both of the Merging Companies.
Q.
The joint declaration of the Merging Companies' management boards, of which a copy shall be attached to this Deed, evidences that no material changes have occurred in the as-sets and liabilities of the Merging Companies after the date of the Merger Plan that have affected the statements in the Merger Plan or in the Explanatory Report.
R.
On the third day of August two thousand and seventeen, the Surviving Company's super-visory board resolved to approve the intended resolution of the Surviving Company's management board to enter into the Merger. A copy of the minutes of the meeting of the Surviving Company's supervisory board evidencing this resolution shall be attached to this Deed.
S.
On the twenty-first day of August two thousand and seventeen, the Surviving Company's management board resolved to enter into the Merger. A copy of the written resolution evidencing this resolution shall be attached to this Deed. No request as referred to in Section 2:331(3) DCC has been received by the Surviving Company.
T.
On the twenty-second day of August two thousand and seventeen, the Disappearing Com-pany's general meeting resolved to enter into the Merger. A copy of the minutes of the meeting of the Disappearing Company's general meeting shall be attached to this Deed.
U.
As evidenced by a notarial certificate issued by Prof. Dr. Norbert Zimmermann, German notary, duly admitted and sworn in with official residence in Düsseldorf, Germany, on the fifth day of September two thousand and seventeen, a copy of which is attached to this Deed, the notification issued by the Local Court (Amtsgericht) of Düsseldorf, Germany on the thirtieth day of August two thousand and seventeen and re-issued after correction on the fifth day of September two thousand and seventeen, a copy of which is attached to this Deed, constitutes the pre-merger certificate within the meaning of Section 10 of the Di-