LegalPlayWay
Raport Bieżący Nr 51/2020: Podjęcie Uchwały o Połączeniu Spółki Zależnej
8 Dec 20201 pages~1 min full read
On December 8, 2020, the Extraordinary General Meeting of 3R Studio Mobile sp. z o.o. formally approved a merger with Hubstyle S.A.
The transaction is structured as a merger by acquisition, resulting in the transfer of all assets from 3R Studio Mobile to Hubstyle S.A. via universal succession.
PlayWay S.A. is transitioning its investment in 3R Studio Mobile from direct subsidiary ownership to a shareholding position in the acquiring entity, Hubstyle S.A.
Hubstyle S.A. will increase its share capital to issue new shares to the existing shareholders of 3R Studio Mobile, including PlayWay S.A., as consideration for the acquisition.
The merger represents a strategic consolidation of assets within the Polish gaming and technology sector, following preliminary intentions disclosed by PlayWay S.A. earlier in 2020.
The corporate action is executed in accordance with the Polish Commercial Companies Code and complies with Market Abuse Regulation requirements regarding inside information.
The management board of PlayWay S.A. announced a formal resolution regarding the structural reorganization of its subsidiary, 3R Studio Mobile sp. z o.o., based in Poznań. On December 8, 2020, the Extraordinary General Meeting of Shareholders of the subsidiary approved a merger with Hubstyle S.A., a Warsaw-based entity. This strategic move follows preliminary intentions disclosed earlier in the year and represents a significant consolidation of assets within the Polish gaming and technology sector.
The transaction is executed through a merger by acquisition under the Polish Commercial Companies Code. This process involves the transfer of all assets from 3R Studio Mobile to Hubstyle S.A. via universal succession. In exchange for these assets, Hubstyle S.A. will issue new shares to the existing shareholders of the acquired company, including PlayWay S.A. Consequently, the acquiring company will undergo a share capital increase to accommodate the issuance of these new securities to the outgoing subsidiary's stakeholders.
This corporate action falls under the regulatory scope of the Market Abuse Regulation concerning inside information. The merger signifies a shift in PlayWay’s investment portfolio, transitioning from direct ownership in a limited liability subsidiary to a shareholding position in a larger joint-stock entity. The scope of the announcement is limited to the legal and structural execution of the merger within the Polish jurisdiction, marking a definitive step in the integration of these specific industry players during the late 2020 period.
