Publication of SAP SE, Walldorf
– information about upcoming merger –
- It is intended to merge Signavio GmbH (Amtsgericht Berlin (Charlottenburg), HRB 121584 B) as the transferring company with SAP SE (Amtsgericht Mannheim, HRB 719915) as the acquiring company by way of an upstream merger by absorption in accordance with the provisions of the German Transformation Act (UmwG).
- On 25 October 2021, Signavio GmbH and SAP SE entered into a merger agreement in notarial form, pursuant to which SAP SE will take over the assets of Signavio GmbH as a whole by way of merger by absorption without liquidation (sections 2 et seq., 4 et seq., 46 et seq. and 60 et seq. UmwG). The merger agreement was filed with the commercial register of SAP SE on 25 October 2021 pursuant to sections 62 para. 3 sentence 2, para. 4 sentence 3 UmwG. As a result, the assets of Signavio GmbH as a whole with all rights and obligations will be transferred to SAP SE with effect internally as of the end of 31 December 2020, 24:00 hours. As of 1 January 2021, 00.00 a.m., all acts and transactions of Signavio GmbH shall be deemed to have been carried out for the account of SAP SE (Merger Date). The merger shall be based on the annual balance sheet of Signavio GmbH as of 31 December 2020 as the closing balance sheet.
- A resolution of the shareholder’s meeting of Signavio GmbH on the approval of the merger agreement is not required pursuant to section 62 para. 4 sentence 1 UmwG because SAP SE is the sole shareholder of Signavio GmbH.
- Subject to a request pursuant to Section 62 para. 2 UmwG, a resolution of the general meeting of Shareholders of SAP SE on the approval of the merger agreement pursuant to Section 62 para. 1 sentence 1 UmwG is also not required because SAP SE as the acquiring company holds the share capital of Signavio GmbH in full.
- 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 announcement, the following documents can be assessed by the links below.
- The merger agreement between Signavio GmbH and SAP SE
- The annual financial statements and, where required, the annual reports of the companies who are parties to the Merger for the last three years:
2018 SAP SE Statutory Financial Statements and Review of Operations (HGB)
2019 SAP SE Statutory Financial Statements and Review of Operations (HGB)
2020 SAP SE Statutory Financial Statements and Review of Operations (HGB)
2018 Signavio GmbH Financial Statements
2019 Signavio GmbH Financial Statements
2020 Signvio GmbH Financial Statements
Walldorf, October 25, 2021
The Board of Directors