GK Software SE, Schöneck
The intention is to merge valuephone GmbH, which has its headquarters in Schöneck and has been entered in the Commercial Register at Chemnitz Local Court under HRB 22883, as the transferring company with GK Software SE, which has its headquarters in in Schöneck and has been entered in the Commercial Register at Chemnitz Local Court under HRB 31501, as the acquiring company. Through this transaction, valuephone GmbH is transferring its complete assets with all their rights and obligations by dissolution without any liquidation with effect from midnight on 1 January 2019 (effective date of the merger) to GK Software SE by means of a merger by absorption (Section 2 No. 1 of the German Transformation Act).
A draft version of the merger agreement has been submitted to the Commercial Register that is responsible for GK Software SE.
The shareholders have an opportunity to request the following documents:
1. The merger agreement between GK Software SE and valuephone GmbH (draft version) – https://investor.gk-software.com/de/corporate-governance/verschmelzung-valuephone
2. The annual accounts and management reports for GK Software SE and valuephone GmbH for the 2016, 2017 and 2018 financial years -– https://investor.gk-software.com/de/corporate-governance/verschmelzung-valuephone
There is no need for a merger report in line with Section 8 Para. (3) Sentence 1 of the German Transformation Act and an expert does not need to check the merger either, according to Section 9 Para. (2) and (3) in conjunction with Section 8 Para. (3) Sentence 1 of the German Transformation Act.
Schöneck, im Juni 2019
GK Software SE
The Management Board