Autoneum Spain absorbs its Alcalá subsidiary in a twin-track merger

The automotive supplier Autoneum Spain, S.A.U. absorbs its subsidiary Autoneum (Alcala), S.A.U. in a twin-track merger that reorganizes its industrial activity in Spain. The decision was adopted on September 3, 2026, by the common sole shareholder of both companies and was made public in the Official Gazette of the Mercantile Registry (BORME) no. 177, of September 14, 2026, page 6182, with official reference BORME-C-2026-4962.

The corporate operation

The merger is formalized in accordance with Article 10 of Royal Decree-Law 5/2023, of June 28, and is based on the common merger project formulated and signed by the administrative bodies of both companies on June 25, 2026, based on the merger balance sheets closed as of December 31, 2025, which were unanimously approved.

As a result of the operation, the absorbed company will be dissolved without liquidation and will transfer its entire assets as a block to the absorbing company, which will acquire all its rights and obligations by universal succession, resulting in the extinction of Autoneum (Alcala), S.A.U..

Simplified twin-track merger regime

Since both companies are fully and directly owned by the same sole shareholder, Autoneum Holding AG, the simplified regime provided for in Article 53 of RDL 5/2023 is applicable, by reference to its Article 56. Consequently, it is not necessary to:

• establish an exchange ratio,
• increase the share capital of the absorbing company,
• or prepare reports from directors and independent experts on the common merger project.

Since the decision was adopted by the sole shareholder of each company, the regime of Article 9 of RDL 5/2023 also applies; therefore, the required documents are not previously published or deposited, no announcement regarding the possibility of submitting observations is published, and no directors’ report on the project is prepared. In all cases, the legally provided information rights of the workers have been respected.

Creditors’ rights

In accordance with Article 10 of RDL 5/2023, it is noted that creditors of the participating companies have the right to obtain the full text of the decisions adopted and the merger balance sheets. Likewise, creditors may exercise the protection rights recognized in Article 13 of RDL 5/2023.

The announcement was signed in Sant Cugat del Vallès on September 4, 2026, by the non-director secretary of Autoneum Spain, S.A.U., Mr. Ignacio Castellar Almirall.

Impact of the operation

The absorption of the Alcalá de Henares subsidiary is part of a corporate simplification strategy by the Autoneum group, a global provider of acoustic and thermal solutions for the automotive industry. As it is a twin merger between companies under the same sole shareholder, the operation does not alter final ownership or capital, but concentrates industrial activity into a single entity, which may anticipate a rationalization of the production structure in Spain.

Source: Official Gazette of the Mercantile Registry (BORME), no. 177, September 14, 2026, Second Section (Company mergers and acquisitions), page 6182 (official reference: BORME-C-2026-4962).