On November 27th, 2017, the Board of Directors of Cerved Information Solutions S.p.A. (the “Company”) approved the implementation of the reorganization through:
Therefore, on November 27th, 2017, the Boards of Directors of CG and Consit approved, each within its own competence, the merger plan regarding the First Merger and the Second Merger (the “Merger Plan”), the interim financial statements of CIS, CG and Consit as of 30 September 2017 and the directors’ report on the Merger Plan.
On January 9th, 2018, the Board of Directors of the Company adopted, pursuant to Article 2505, second paragraph, and Article 2505-bis, second paragraph, of the Italian civil code, the resolution pertaining to i) the merger by incorporation of Cerved Group S.p.A., of which the Company owns the entire share capital (“CG” and such merger, the “First Merger”) and ii) the merger by incorporation in the Company of Consit Italia S.p.A., a subsidiary owned at 94.33% by CG (“Consit” and such merger, the “Second Merger” and, jointly with the First Merger, the “Transaction”), to be implemented following the effectiveness of the First Merger. On the same date the Board of Directors of CG and the shareholders’ meeting of Consit passed the merger resolutions pertaining to, respectively, the First Merger and the Second Merger.
On March 15th, 2018, the Company signed the deed of merger of the First Merger, with effective date March 19th, 2018.
On March 20th, 2018, the Company signed the deed of merger of the Second Merger, with effective date March 23rd, 2018.