Legg Mason Investments (Ireland) Limited – Pre-Merger Notice and Inspection of Documents
Legg Mason Investments (Ireland) Limited (the “Transferor Company”) intends to apply to the Irish High Court under Regulation 13 of the European Communities (Cross-Border Mergers) Regulations 2008, S.I. No. 157/2008, (as amended) (the “Irish Regulations”) for a pre-merger certificate to effect a cross-border merger by acquisition with Franklin Templeton International Services S.à r.l. (the “Successor Company” and together with the Transferor Company, the “Merging Companies”) pursuant to the Irish Regulations and the Luxembourg Law of 10 August 1915 on commercial companies (as amended) (the “Lux Regulations”) which implement the EU Cross-Border Merger Directive 2005/56/EC (as subsequently replaced by Directive 2017/1132) in Ireland and Luxembourg respectively (the “Cross-Border Merger”).
As a result of the Cross-Border Merger, the assets and liabilities of the Transferor Company shall be transferred by universal succession and by operation of law to the Successor Company, following which the Transferor Company shall be de-registered and dissolved without going into liquidation. The activities of the Transferor Company will be continued by the Successor Company through its Irish branch.
Full information on the proposed arrangements of the Cross-Border Merger are set out in the Common Draft Terms of the Merging Companies and the Directors’ Explanatory Report of the Transferor Company, which are available to view below.
Publication date 28.10.2020