Publication of SAP SE, Walldorf, pursuant to Sec. 62 para. 3 sent. 2 half sent. 1 UmwG
– Information about upcoming merger –
- It is intended to merge TechniData GmbH (local court of Freiburg i. Br., HRB 705756) as transferring company in the course of a simplified group merger into SAP SE as acquiring company. Therefore, the assets of TechniData GmbH in its entirety together with all rights and obligations are transferred with effectiveness as of 31 December 2016, 24:00 p.m. to SAP SE. As of 1 January 2017, 0:00 a.m. (“effective merger date”), to the date of the expiry of TechniData GmbH pursuant to Sec. 20 para. 1 No.2 UmwG all acts and businesses undertaken by TechniData GmbH shall be deemed to have been undertaken for the account of SAP SE.
Besides treasury shares being held by TechniData GmbH, SAP SE is the sole shareholder of TechniData GmbH. A merger resolution of the acquiring company SAP SE is not necessary pursuant to Sec. 62 para. 1 UmwG.
- The stakeholders of SAP SE with a combined holding of one-twentieth of the share capital of the company are herewith advised of their right to request the convention of a general meeting to decide on the approval of the merger (Sec. 62 para. 2 sent. 1, para. 3 sent. 3 UmwG).
- As of the date of this publication the following documents (German language only) can be accessed by the links below.
- The draft merger agreement between SAP SE and TechniData GmbH
- The annual financial statements and, where required, the annual reports of the companies who are parties to the Merger:
2014 SAP SE Statutory Financial Statements and Review of Operations (HGB)
2015 SAP SE Statutory Financial Statements and Review of Operations (HGB)
2016 SAP SE Statutory Financial Statements and Review of Operations (HGB)
2014 TechniData GmbH Financial Statements
2015 TechniData GmbH Financial Statements
2016 TechniData GmbH Financial Statements
SAP SE, June 29, 2017
The Board of Directors