Classtrucks Spain absorbs Class Trucks Iberia and the subsidiary is dissolved

Classtrucks Spain, S.L.U. absorbs Class Trucks Iberia, S.L.U. through a cross-border merger by absorption agreed upon on July 27, 2026, by their common sole shareholder, the Lithuanian company UAB ME Trailers. The operation, published in the Official Gazette of the Mercantile Registry (BORME) on August 21, 2026, entails the extinction without liquidation of the absorbed company and the bulk transfer of all its assets to the absorbing company.

The announcement appears in the Second Section of the BORME, within the section for company mergers and acquisitions, under the official reference BORME-C-2026-4794, and was signed in Sagunt (Valencia) on July 28, 2026, by the sole administrator of both companies, Mr. Isaac Foster Barnabus.

Legal framework of the operation

The merger is processed under Royal Decree-Law 5/2023, of June 28, which approves the new regulation regarding structural modifications. Since these are companies wholly owned directly by the same shareholder, the operation falls under the case of a merger assimilated to the absorption of wholly-owned companies provided for in article 56.1 of the regulation.

The Common Merger Project was signed by the administrative bodies of both companies on June 9, 2026, filed with the Mercantile Registry of Valencia on June 19, 2026, and published in the BORME on June 26, 2026. The sole shareholder definitively approved it on July 27, 2026.

Effects on capital and shares

As this is a merger of wholly-owned companies, it has not been necessary to carry out an increase in share capital in the absorbing company. Consequently, no distribution or delivery of social shares in favor of the sole shareholder of the absorbed company is established, nor any exchange of shares, nor any complementary cash compensation.

An independent expert’s report on the merger project was also not required, given that neither the absorbing nor the absorbed companies are public limited companies (sociedades anónimas) or partnerships limited by shares (comanditarias por acciones).

Rights of employees and creditors

In accordance with article 9.2 of RDL 5/2023, the administrators’ report on the effects that the merger could have on employment has been prepared and made available to the sole shareholder and the employees of both companies, thereby satisfying their rights to information.

According to article 10 of RDL 5/2023, the sole shareholder and the creditors of both companies have the right to obtain the full text of the decisions adopted and the merger balance sheets, for both the absorbed and the absorbing company.

Relevance of the operation

The merger consolidates into a single company the industrial vehicle distribution activity that the Lithuanian group UAB ME Trailers carried out in Spain through two subsidiaries, simplifying its corporate structure. The extinction without liquidation of Class Trucks Iberia implies that all its rights and obligations are transferred by universal succession to Classtrucks Spain; therefore, creditors and sector workers must contact the absorbing company for any procedure derived from the operation.

Source: Official Gazette of the Mercantile Registry, no. 161, August 21, 2026, Second Section (Company mergers and acquisitions), page 5988 (official reference: BORME-C-2026-4794).