Simultaneous double merger of Management Strategic in Zaragoza with creditor opposition

Management Strategic and Financial Associates, S.L. will simultaneously absorb Management Strategic and Financial Investments, S.L. and Global Green Development, S.L., according to the announcement published in the Official Gazette of the Mercantile Registry (BORME) no. 192, dated October 5, 2026. The extraordinary and universal general meetings of the three companies unanimously approved the two mergers by absorption on September 22, 2026. Creditors of the affected companies have one month from the publication of the final announcement to exercise their right of opposition.

The announcement, with official reference BORME-C-2026-5309 and identifier A260041864-1, is based on Article 10 of Royal Decree-Law 5/2023, of June 28, a regulation that transposes European directives on structural changes of commercial companies into the Spanish legal system. The operation is formalized in Zaragoza and affects three companies linked to the same directors, Luis Ángel Serrano Vinué and Jesús Vinué Til, who are the signatories of the announcement.

A unitary operation of two chained absorptions

The common merger project was signed on September 17, 2026, by the administrative bodies of the participating companies and subsequently approved unanimously by the partners. The text describes the operation as unitary and legally interdependent, consisting of two successive mergers that are functionally connected and designed for coordinated and simultaneous execution from an economic and corporate perspective.

The two absorptions are:

• Management Strategic and Financial Investments, S.L., absorbed by Management Strategic and Financial Associates, S.L.
• Global Green Development, S.L., absorbed by Management Strategic and Financial Associates, S.L.

In both cases, there is a block transfer of the corporate assets of the absorbed companies, which will be extinguished without liquidation, and the universal succession of their rights and obligations by the absorbing company.

Simplified procedure without exchange or capital increase

The merger follows the simplified procedure for special mergers provided for in Article 56, in relation to Article 53, of Royal Decree-Law 5/2023. The announcement justifies this route for two reasons: the absorbed company and the absorbing company are held by the same partners and in identical proportions of capital, and, once the first merger is registered, the absorbing company will become the direct owner of 100% of the capital of the second absorbed company.

As a result, it is not necessary to establish an exchange ratio for the shares, nor to increase the capital of the absorbing company, nor to prepare administrators’ and experts’ reports on the common merger project. In accordance with Article 9 of the RDL, the prior publication and filing of the documents required by law were also not necessary.

Rights of shareholders, creditors, and employees

The announcement details the guarantees available to those involved:

• Shareholders and creditors may request and obtain free of charge the full text of the merger agreement and the merger balance sheet, pursuant to Article 10 of the RDL, at the registered office of the companies.
• Creditors have an opposition period of one (1) month from the publication of the final merger announcement, under the terms of Articles 13 and 14 of the RDL.
• The operation is brought to the attention of the employees for the exercise of the rights that legally correspond to them.

The announcement was signed in Zaragoza on September 29, 2026, by:

• Luis Ángel Serrano Vinué, chairman of the board of directors of Management Strategic and Financial Associates, S.L.
• Jesús Vinué Til, joint administrator of Management Strategic and Financial Investments, S.L.
• Luis Ángel Serrano Vinué, sole administrator of Global Green Development, S.L.

Impact for creditors and employees

The publication in the BORME starts the countdown for the opposition period and publicizes a corporate reorganization that concentrates the assets of two subsidiaries into a single absorbing company, without capital disbursement or exchange of shares. For creditors and employees of the three Zaragoza-based companies, the announcement marks the starting point of one month to claim or challenge the operation.

Source: Official Gazette of the Mercantile Registry (BORME), no. 192, October 5, 2026, Second Section - Announcements and legal notices (Company mergers and acquisitions), pp. 6591-6592 (official reference: BORME-C-2026-5309).