Energy is our future
"Energy is our future, let's save it !" - This slogan, used since the 1st of March 2007 in France (by regulation), can be applied worldwide and shall not stay vain. It is obvious however that this would not be possible without the help and support of the energy users. With an experience of more than 30 years in the domain of energy distribution data capture, transport and management in harsh environment, MyMeterInfo proposes hardware and software R&D (research and development) services to the various actors involved in the control of the energy consumption.
NOTICE OF MERGER
MyMeterInfo Sas
Société par actions simplifiée au capital de 10 000 euros
Location : 13 rue de Madrid
38070 Saint-Quentin-Fallavier
752 978 338 R.C.S. Vienne
NOTICE OF SIMPLIFIED MERGER PLANS
Absorbing Company : ALTO METERING, société par actions simplifiée, with a capital of 10,000 euros, located at Le Plessis-Belleville (60330), 5 avenue Georges Bataille, registered under the number 801 773 193 with the Compiègne Trade and Companies Register.
Absorbed Companies :
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OTMETRIC, société par actions simplifiée, located at Tremblay-en-France (93290), Le Dôme, 1 rue de la Haye, BP 12910, registered under number 839 090 180 with the Bobigny Trade and Companies Register ;
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MyMeterInfo SAS, société par actions simplifiée, located at Saint-Quentin-Fallavier (38070), 13 rue de Madrid, registered under number 752 978 338 with the Vienne Trade and Companies Register.
In accordance with a private agreement dated September 23, 2024, the undersigned companies have drawn up a merger plan through the absorption of OTMETRIC and MyMeterInfo SAS by ALTO METERING.
The value of the assets contributed by OTMETRIC is 111,825 euros, while the value of the liabilities assumed is 47,773 euros, resulting in a net contribution of 64,052 euros.
The value of the assets contributed by MyMeterInfo SAS is 85,642 euros, while the value of the liabilities assumed is 49,860 euros, resulting in a net contribution of 35,782 euros.
The assets and liabilities contributed were determined based on the annual accounts of the Absorbed Companies as of December 31, 2023. The mergers will take effect retroactively for tax and accounting purposes as of January 1, 2024.
Since the Absorbed Companies and the Absorbing Company are all 100% owned by THERMADOR GROUPE, société anonyme à conseil d’administration, with a capital of 36,803,396 euros, located at 60 Rue de Luzais, 38070 Saint-Quentin-Fallavier, registered with the Vienne Trade and Companies Register under number 339 159 402, the mergers fall under the simplified merger regime provided by Articles L.236-11 et seq. of the French Commercial Code. In accordance with Article L.236-3 II 3° of the French Commercial Code, there will be no increase in the capital of ALTO METERING, and therefore no exchange ratio has been determined. As a result, no merger premium, goodwill, or badwill has been calculated.
The mergers will take legal effect upon the decision of the President of ALTO METERING confirming the completion of the mergers, which must occur no later than November 30, 2024.
In accordance with Article L.236-6 of the French Commercial Code, the merger plan was filed:
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on September 23, 2024, on behalf of ALTO METERING with the Clerk of the Compiègne Commercial Court,
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on September 25, 2024, on behalf of OTMETRIC with the Clerk of the Bobigny Commercial Court, and
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on September 23, 2024, on behalf of MyMeterInfo SAS with the Clerk of the Vienne Commercial Court.
Creditors of a company participating in the merger transactions, whose claim predates the publication of this notice on the websites of the concerned companies, may file an objection to the relevant merger within 30 days of the publication of this notice.