Subject: Signing of the merger plan between the Company and its subsidiary SPOKKO sp. z o.o.
Legal basis: Art. 17 section 1 of MAR – inside information
In relation to Current Report no. 54/2022 of 6 December 2022, the Management Board of CD PROJEKT S.A. with its registered seat in Warsaw (the “Company”) hereby informs that on 20 April 2023 the merger plan between the Company, as the surviving company, and its wholly owned subsidiary SPOKKO sp. z o.o. with its registered office in Warsaw, as the target company (“Spokko” or the “Target Company”), (the “Merger”), was agreed upon and signed (the “Merger Plan”). The Merger Plan (including the annexes to the plan) is attached hereto.
The Merger Plan will also be made available to the public on the Company’s website at www.cdprojekt.com/pl/grupa-kapitalowa/dokumenty-korporacyjne/?typ-dokumentu=other, and on the Target Company’s website – www.spokko.com/pl under the “Informacje korporacyjne” tab (for the English language version of the website – see the “Corporate information” tab).
In the aforementioned Current Report no. 54/2022 the Management Board of the Company announced that the Extraordinary Shareholders’ Meeting of the Target Company had voted to gradually phase out The Witcher: Monster Slayer project, carried out by the Spokko team, as a result of which the game would be disabled for existing players on 30 June 2023. Given the planned involvement of part of the Spokko team and assets in other projects carried out at CD PROJEKT RED, the Management Board of the Company and Shareholders’ Meeting of Spokko recommended taking steps to simplify the organizational structure of the CD PROJEKT Group by carrying out a merger between the Company and Spokko. This resulted in agreeing upon and signing the Merger Plan. The decisions are consistent with the key assumptions of the CD PROJEKT Group strategy update (i.e. the Long-Term Strategic Growth Outlook of the CD PROJEKT Group, as published), according to which the Group intends to focus on its core activities and carry out mobile projects in collaboration with external partners.
According to the Merger Plan, the Merger will be effected by transferring all assets of the Target Company to the Company in accordance with Article 492 § 1 item 1 of the Commercial Companies Code (merger by acquisition) in connection with Article 516 § 6 of the Commercial Companies Code. The Merger will take place without an increase of the Company’s share capital and without exchanging shares of the Target Company for shares of the Company, due to the fact that the Company holds 100% of the shares in the Target Company. The Merger will become effective on the date of its entry into the register. This entry will have the effect of deleting the Target Company from the register. As a result of the Merger, the Company will, as of the date of the Merger, enter into the rights and obligations of the Target Company. The Company’s Articles of Association will not be amended in connection with the Merger.
Disclaimer: This English language translation has been prepared solely for the convenience of English speaking readers. Despite all the efforts devoted to this translation, certain discrepancies, omissions or approximations may exist. In case of any differences between the Polish and the English versions, the Polish version shall prevail. CD PROJEKT, its representatives and employees decline all responsibility in this regard.