ELIVIA
French simplified joint-stock company capitalised at €70,000,000
Registered office: La Noëlle – 44150 ANCENIS
344 477 468 RCS NANTES
Acquiring company
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CHATEAUNEUF CUIRS
French simplified joint-stock company capitalised at €100,000
Registered office: Z.I. La Coudère – 49220 LE LION D’ANGERS
441,875,721 RCS ANGERS
Acquired company
MERGER AGREEMENT
Under the terms of a private deed of agreement with ANCENIS dated 5 November 2018, ELIVIA and CHATEAUNEUF CUIRS have agreed a merger under the terms of which CHATEAUNEUF CUIRS will transfer its assets and liabilities to ELIVIA by way of merger by acquisition.
The assets transferred at net book value by CHATEAUNEUF CUIRS are valued as follows:
| – total assets: | €1,855,378 |
| – total liabilities: | €840,399 |
| – net assets transferred: | €1,014,979 |
Since ELIVIA holds all the shares in CHATEAUNEUF CUIRS and has undertaken to maintain this holding at all times until the merger has been completed, no exchange of shares will take place and, consequently, there will be no capital increase in respect of the acquiring company.
Anticipated amount of merger surplus: €914,979
The merger will take retroactive effect for tax and accounting purposes on 1 January 2018.
All transactions conducted by the acquired company after 1 January 2018 until the merger final completion date will be settled by the acquiring company.
CHATEAUNEUF CUIRS will be legally dissolved without liquidation on the merger final completion date.
The merger agreement drawn up on 5 November 2018 was filed by ELIVIA on 6 November 2018 at the Registry of the NANTES Commercial Court, and by CHATEAUNEUF CUIRS on 8 November 2018 at the Registry of the ANGERS Commercial Court.
Creditors of ELIVIA and CHATEAUNEUF CUIRS have a period of thirty days from the date of this publication of notice in which to object to the merger.
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