The Management Board of Cyfrowy Polsat S.A. (Cyfrowy Polsat or Taking-over Company) announces that on August 31, 2011 it received a decision of the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division for the National Court Register dated August 31, 2011 regarding the registration of merger of the Company with mTEL Sp. z o.o. seated in Warsaw, address: Domaniewska 37, 02-672 Warsaw, Poland, registered in entrepreneurs register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division of the National Court Register, under the number KRS 0000008837 (mTEL or Acquired Company).
The merger was effected by:
(i) transferring to Taking-over Company - as the sole shareholder of Acquired Company - all the assets of Acquired Company by the way of universal succession, and
(ii) termination of Acquired Company without liquidation,
in accordance with article 492 §1 item 1) KSH.
As a result of the merger, Cyfrowy Polsat - in accordance with article 494 §1 KSH assumed all rights and obligations of mTEL, effective on the date of the merger.
Given that before the merger, Taking-over Company held all the shares of Acquired Company, and according to article 515 §1 KSH, the merger was effected without increasing the share capital of Taking-over Company.
The detailed terms of the merger, were specified in the Merger Plan prepared on June 17, 2011 and published on July 4, 2011 in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no 127, item 8632.
Legal basis: Article 56 Section 1 item 2 of the Offering Act in connection with § 5 Section 1 item 14 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
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