The Management Board of Sygnity reports its intention to merge with Aram

Pursuant to § 5 (1) (13) and § 19 (1) of the Ordinance of the Council of Ministers of 19 October 2005 concerning the current and periodical information submitted by the issuers of securities (Journal of Laws of 2005, No. 209, item 1744), the Management Board of Sygnity Spolka Akcyjna with its corporate seat in Warsaw, hereby reports its intention to merge with Aram Sp. z o.o. subsidiary with its corporate seat in Warsaw.

The Management Board of Sygnity S.A. with its corporate seat in Warsaw (“Company”, Sygnity S.A.”), hereby reports of its intention to merge with Aram Sp. z o.o. subsidiary with its corporate seat in Warsaw (“Aram”, “Aram Sp. z o.o.”), in which it owns 100% of shares, and of starting the appropriate procedures required by the law.

Aram Sp. z o.o. has been specialising in designing software, and in implementing IT systems for the public sector customers (especially manufacturing dedicated software, and delivery of teleinformatic equipment for the central and self-government administration offices) for over 20 years. In 2003 Aram became a part of ComputerLand Capital Group, which after the merger with Emax S.A. company from Poznan in 2007, took the name of Sygnity S.A. Since the beginning of its activity, Aram has been designing, implementing and supporting software, as well as designing, manufacturing and servicing of teleinformatic infrastructure. There are currently 103 persons employed at Aram. Aram’s main customers include: Polish Ministry of Justice (public courts, public prosecutor’s offices, and prison personnel), Polish Ministry of Foreign Affairs with its consulates worldwide, Polish Office for Foreigners, Border Guard and self-government administration. Aram delivered computer equipment to the Ministry of National Education and the Ministry of Justice.

Sygnity S.A. is the lead provider of IT solutions in Poland. It offers its own solutions, supplemented with world products and technologies. It offers a full scope of services, from consulting, through implementation, to the outsourcing of IT projects for large and medium companies of the most important sectors of economy, as well as public administration institutions.

The merger of Aram Sp. z o.o. and Sygnity S.A. will take place pursuant to Art. 492 §1 (1) and Art 516 § 6 of the Act of 15 September 2000, Code of Commercial Companies (Journal of Laws of 2000, No. 94, item 1037 with further mod.), through transfer of the entire property of Aram Sp. z o.o. to Sygnity S.A.

Since Sygnity S.A. is the owner of 100% of Aram Sp. z o.o. shares, and is the only partner of Aram Sp. z o.o., the merger will take place without increasing the share capital of Sygnity S.A., and without the issue of new Company bonds.

In reaching the decision on the planned merger of the two aforementioned companies, the Management Board of Sygnity S.A. considered: the economic reasons, in order to standardise the products offer, cost synergies and consolidation of knowledge and experience of personnel, which will contribute to the further development of key products of Sygnity Capital Group. The planned change in the structure of the Group, will also enable the use of Sygnity S.A. sales channels, as a part of the offered services and products, which, until now, were the part of the offer of Aram Sp z o.o.

Source: Sygnity
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