Natra Chocolate International absorbs its subsidiaries Natra Participaciones and Natra Spread

Natra Chocolate International SL will absorb its two subsidiaries, Natra Participaciones SL and Natra Spread SL, according to the merger by absorption project filed on September 9, 2026, and made public by the Official Gazette of the Mercantile Registry (BORME) on Thursday, September 17, 2026. The announcement appears in the First Section, within the section for filings of merger by absorption projects of Madrid, under entry number 562 and official reference BORME-B-2026-180-28 (p. 44128).

The BORME, edited by the State Agency of the Official State Gazette, is the official journal in which registered acts and legal announcements of the Mercantile Registry are published. The filing of the project is the preparatory publicity procedure provided for in Article 7 of Royal Decree-Law 5/2023, the regulation governing structural modifications of companies which replaced Law 3/2009 in this matter. With this filing, the absorbing company formally initiates the procedure that will culminate in the extinction without liquidation of the absorbed companies and the block transfer of their assets.

The operation does not start from scratch. On August 3, 2026, the preparatory publicity announcements of the merger agreement were registered in the Mercantile Registry of Valencia, under entries 371960 (Natra Participaciones SL, sheet S 8, H V 128032, I/A 39 B) and 371962 (Natra Spread SL, sheet S 8, H V 124578, I/A 37 B), published in BORME no. 152, of August 10, 2026, p. 39027. In both cases, Article 7 of Royal Decree-Law 5/2023 was expressly invoked.

The companies involved

• Absorbing company: Natra Chocolate International SL, with registered office in Madrid and registration sheet S 8, H M 788444.
• Absorbed companies: Natra Participaciones SL and Natra Spread SL, both with registered offices in the province of Valencia.
• Project filing date: September 9, 2026.
• Published entry: number 562, First Section, “Other acts published in the Mercantile Registry”, Madrid.
• Official reference: BORME-B-2026-180-28, bulletin no. 180, of September 17, 2026, p. 44128.

Background of the chocolate group

The group already executed a similar operation three years ago. On June 7, 2023, BORME no. 106 (p. 4719, reference BORME-C-2023-3839) published the announcement of the reverse merger between Natra Chocolate International S.L.U., as the absorbing company, and Natra Midco S.L.U., as the absorbed company. That operation complied with the merger project of May 5, 2023, with balance sheets closed as of December 31, 2022, and was agreed upon by the extraordinary general meetings of both companies on June 5, 2023, pursuant to Article 43.1 of Law 3/2009. The announcement was signed by the joint administrators Dominique Francisco Luna Tudela and Raimon Trias Fita.

In 2026, the absorbing company is registered as a sole proprietorship, with Natra Sociedad Anónima as the sole shareholder, according to entry 200424 published in the BORME on April 24, 2026 (BORME-A-2026-78-28). Weeks before the filing of the project, the group also renewed its powers of attorney: on July 14, 2026, revocations and appointments of joint proxies for Natra Chocolate International SL were registered (entry 341401, BORME-A-2026-138-28) and on July 28, 2026, those for Natra Participaciones SL (entry 363883, BORME-A-2026-148-46).

Scope and pending procedures

The filing of the project opens the legal publicity period of the merger. The same BORME page contains another independent operation, entry 563, corresponding to Tartales SL as the absorber of Casewa SL, also filed on September 9, 2026. The publication of the Natra merger does not include capital figures, balance sheets, or considerations in this announcement, data which will be detailed in the filed project and in the merger deed.

The relevance of the news is twofold. For investors, the absorption simplifies the structure of the chocolate group by eliminating two intermediary companies and concentrating the assets in a single parent company. For the employees and creditors of Natra Participaciones SL and Natra Spread SL, the merger implies that their rights and obligations will pass to the absorbing company by universal succession, without the liquidation of the extinguished companies.

Source: Official Gazette of the Mercantile Registry, no. 180, September 17, 2026, First Section, page 44128 (official reference: BORME-B-2026-180-28).