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SEC Filings

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


 
 
 
 
 
 
 
 
 
 
 
 
 
25.
 
ASAP after completion of cross-border merger
 
File notification with local tax office of HoldCo re shareholdings acquired by HoldCo in foreign subsidiaries as a result of the merger (Sec 138 (3) GTC).
 
HoldCo
 
Notification required under German tax law.
 
Noerr
 
 
 
 
 
 
 
 
 
26.
 
[Asap after completion of cross-border merger]
 
[Register / update registration of German branch of HoldCo]
 
[HoldCo]
 
 
 
[Noerr]
 
 
 
 
 
 
 
 
 
27.
 
No later than upon the submission to German tax authorities of the Company’s closing balance sheet
 
Application for tax book-value merger
 
HoldCo, as legal successor of the Company
 
File explicit application for book value merger pursuant to Sec 11 (2) RTA with German tax authorities no later than upon the submission to German tax authorities of the closing balance sheet of the Company.
 
Noerr
 
 
 
 
 
 
 
 
 
28.
 
No later than upon the first submission of the income tax return of the respective Founder for the calendar year in which the merger was completed.
 
Application with German tax authorities for tax book-value share-for-share exchange
 
German Founders
 
File explicit application for book value share-for-share exchange pursuant to Sec 13 (2) RTA with German tax authorities no later than upon the submission to German tax authorities of the income tax return of the respective Founder for the calendar year in which the merger was completed.
 
Tax counsels of Founders
 
 
 
 
 
 
 
 
 
29.
 
[Within the applicable deadlines]
 
[Publish Dutch GAAP financial statements of HoldCo in German Federal Gazette]
 
[HoldCo]
 
[Compliance with Sec 325a of German Commercial Code.]
 
Noerr
 
 
 
 
MERGER IS COMPLETED
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
#
 
DATE
 
LEGAL STEP
 
PARTIES
 
PREPARATORY MEASURES/
PREREQUISITES
 
RESPONSIBILITY
 
STATUS
30.
 
[●]
 
Hong Kong formalities
 
HoldCo
 
Request letter to trivago Hong Kong Limited (“THK”)
 
Approval by BoD THK
 
New Share Certificate
 
HK Stamp Office Filing
 
the Company