6/11/2013 19:14
Trakcja S.A. and PRKiI S.A. Announced Merger Plan
Two companies specialising in the modernisation of the railway network, the construction of engineering structures and power networks, announced a plan to create a single entity. In accordance with the regulations, the merger plan was made public in order to inform the market and shareholders.
The merger of Trakcja S.A. (the acquiring company) with the acquired company – Przedsiębiorstwo Robót Kolejowych i Inżynieryjnych S.A. will take place through the transfer of the entire assets of the acquired company to the acquiring company, i.e. by way of a merger through acquisition within the meaning of Article 492 § 1 pkt 1 of the Polish Commercial Companies Code (Kodeks Spółek Handlowych).
The decision on the merger and reorganisation was made in order to improve the management of Trakcja Group and eliminate a significant part of unnecessary processes, which will also allow for a reduction in operating costs and an increase in management efficiency. The merger of the companies will also bring financial savings in the administrative and organisational area as a result of reducing the number of management and supervisory bodies within Trakcja Group. In the long term, the aim of the merger is to improve the coordination of operational activities and the unification of business processes.
The reorganisation plan in the above scope results from internal analyses carried out by the Company, which indicate that the merger of the Company with PRKiI will allow for a faster achievement of a favourable operating model for the Trakcja Capital Group, both in financial and organisational terms. The remaining activities resulting in the merger of the Company and PRKiI will take place within the time limits provided for by law. Any further actions aimed at simplifying the organisational structure of Trakcja Group may take place at a later date.
The main business activity of Trakcja S.A. is the modernisation of railway and tram lines, the construction and modernisation of traction networks and their power supply systems, the construction of electric power systems and remote control systems for electric traction power supply equipment.
The leading business activity of Przedsiębiorstwo Robót Kolejowych i Inżynieryjnych S.A. is the comprehensive construction of railway and tram lines, railway and tram electric traction networks, power lines, viaducts, bridges and engineering structures.
The merger will be carried out after obtaining all the necessary corporate approvals, as well as the required approvals of bondholders and banks. The merger plan, together with the accompanying documents, is available here.