Print Page      Close Window     

SEC Filings

TRIVAGO N.V. filed this Form F-3 on 04/05/2018
Entire Document

rective and § 122k para. 2 UmwG, attesting that the German law requirements for the Merger are fulfilled.
On the fourth day of September two thousand and seventeen, the undersigned civil law notary has issued a pre-merger certificate with regard to the Surviving Company, within the meaning of Section 10 of the Directive and Section 2:333i(3) DCC, attesting that (i) the procedural formalities (vormvoorschrift-en) regarding all resolutions required by Chapters 2, 3 and 3A of Title 7 of Book 2 DCC and by the Surviving Company's articles of association for the Surviving Company's participation in the Merger have been observed, and (ii) all other formalities (voorschriften) stipulated by Chapters 2, 3 and 3A of Title 7 of Book 2 DCC in relation to the Merger have been observed. A copy of the pre-merger certificate for the Surviving Company shall be attached to this Deed.
Article 1
The Merging Companies enter into the Merger in accordance with the provisions of the Merger Plan and the Explanatory Report. The Merger will become effective by operation of law on the day following the execution of this Deed.
Article 2
From an economic and financial accounting perspective, the transfer of the Disappearing Company's assets and liabilities to the Surviving Company pursuant to the Merger shall be deemed to have taken effect in the internal relationship between the Merging Companies as of the first day of January two thousand and seventeen, zero hours and zero minutes (Amsterdam time) (the "Economic Effective Date") (Verschmelzungsstichtag) in accord-ance with § 122c para. 2 no. 6 UmwG.
As of the Economic Effective Date, all actions and business of the Disappearing Company shall be deemed to be performed for the account of the Surviving Company.
Subject to the applicable accounting method and policies, the financial information per-taining to the Disappearing Company shall be incorporated in the annual accounts and other financial reporting of the Surviving Company as of the Economic Effective Date.
The person appearing has been authorised to act under two (2) powers of attorney in the form of private instruments, which shall be attached to this Deed immediately following its execu-tion.
The person appearing declared the following:
pursuant to the Merger and the application of the Exchange Ratios (as defined in the Merger Plan), a total of one hundred ten million seven hundred ninety-one thousand eight hundred seventy-nine (110,791,879) class B shares in the Surviving Company's capital, each share having a nominal value of sixty eurocents (EUR 0.60), shall be allotted to shareholders of the Disappearing Company (except for the Surviving Company) upon the Merger becoming effective, in accordance with the provisions of the Merger Plan and the Explanatory Report (the "Merger Shares"); and
consequently, upon the Merger becoming effective, the Surviving Company's issued share capital shall amount to one hundred ninety-three million seven hundred thirty-four thousand four hundred six euro and ninety-eight eurocents (EUR 193,734,406.98) and consist of thirty million nine hundred seven thousand one hundred and thirteen (30,907,113) class A shares, each class A share having a nominal value of six eurocents (EUR 0.06) and three hundred nineteen million seven hundred ninety-nine thousand nine hundred sixty-seven (319,799,967) class B shares, each class B share having a nominal