Astara Mobility registers the absorption of Internacional de Automoción Bergé

Astara Mobility, S.A. has registered the merger by absorption of its subsidiary Internacional de Automoción Bergé, S.L.U. (IAB), a company that is extinguished following the bulk transfer of its assets to the parent company. The registration, carried out on October 21, 2026, is published in the First Section (Entrepreneurs, Registered Acts) of the Official Gazette of the Mercantile Registry (BORME) no. 208, dated October 28, 2026, page 50618, with official reference BORME-A-2026-208-28.

The operation was processed under Article 53 of the Structural Modifications Law (LME), approved by Royal Decree-Law 5/2023, of June 28, as it involves the absorption of a wholly-owned subsidiary. The common merger project was signed by the administrators of both companies on June 25, 2026, and announced in the Official Gazette of the Mercantile Registry no. 143, dated July 28, 2026, page 5506 (BORME-C-2026-4404), with an effective date initially planned for September 30, 2026.

The two companies share a registered office at Avenida de Bruselas, 32, in Alcobendas (Madrid). Astara Mobility, S.A., with NIF A79325056, is a public limited company registered in the Mercantile Registry of Madrid, volume 42940, folio 148, page M-126649. IAB, with NIF B87906988, is a sole-shareholder limited company registered in volume 36276, folio 188, section 8, page M-651774.

Two simultaneous entries in the Mercantile Registry of Madrid

This Wednesday’s publication includes the two registry movements that close the operation, both dated October 21, 2026:

• Entry 481866: Astara Mobility, S.A., merger by absorption, with Internacional de Automoción Bergé, S.L. as the absorbed company (page M-126649, entry 128).
• Entry 481867: Internacional de Automoción Bergé, S.L., cessation and resignation of its sole administrator, Astara Mobility, S.A., as well as dissolution, merger, and extinction (page M-651774, entry 15).

No exchange of shares or capital increase

Since IAB was a wholly-owned subsidiary, the project excluded the ordinary merger procedures: there was no exchange ratio or delivery of shares, no reports from administrators or independent experts, no capital increase for the absorbing company, and no approval by the general meetings of the participating companies. The bylaws of Astara Mobility were not modified either.

The accounting effects are retroactive to January 1, 2026, as both companies belonged to the same group under Article 42 of the Commercial Code prior to that date. The merger balance sheets were closed as of December 31, 2025—prepared on March 26, 2026, by the absorbing company and on March 24 by the absorbed company—and were verified by PricewaterhouseCoopers Auditores, S.L. on April 10 and May 20, 2026, respectively.

Subrogated creditors and workforce without changes

The project ruled out labor consequences: no effects on employment were expected, and it was expressly stated that IAB has no employees. Regarding creditors, those of the absorbed company become creditors of the absorbing company by universal succession, without additional guarantees, although the holders of credits prior to the publication are recognized in the exercise of the rights under Articles 13 and 14 of the LME. The absorbing company declared it has sufficient solvency to grant personal or real guarantees if requested.

The operation will be subject to the special tax regime of Chapter VII of Title VII of Law 27/2014 on Corporate Tax, with notification to the Tax Administration within three months following registration, and is exempt from the Transfer Tax and Stamp Duty. The project was signed, among others, by Jaime Gorbeña Yllera, Ignacio Enciso Merino, Naoya Nakamura, Tetsuya Katori, Carmen Aquerreta, Fernando Martín Alberto Santibáñez Barbosa, Luis Andrés Solari Urquieta, Pedro Escudero Zavala, Borja Afán de Ribera Rodríguez, and Salvador Bautista Enciso.

The completion of the absorption leaves Astara Mobility, S.A. as the sole owner of the former subsidiary’s assets, with no intervening companies in the distribution chain. For suppliers, creditors, and former employees of the absorbed company, the asset and contractual reference is now the parent company in Alcobendas, while the group reduces corporate structures in a subsidiary with no labor activity of its own.

Source: Official Gazette of the Mercantile Registry (BORM), no. 208, of October 28, 2026, First Section, page 50618 (official reference: BORME-A-2026-208-28).