Nippon Express absorbs Franco Vago, D.D. Cargo and Tramoes in Spain

Nippon Express de España, S.A.U. will absorb Franco Vago, S.A.U., D.D. Cargo, S.L.U., and Tramoes, S.L.U., according to the agreement adopted on September 21, 2026, by the sole shareholders of the first two and the sole partners of the remaining two. The announcement is published in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) number 190, dated October 1, 2026, in the second section of announcements and legal notices, page 6549, with the official reference BORME-C-2026-5275.

The terms of the operation

The merger is structured as an absorption in which Nippon Express de España, S.A.U. acquires, by universal succession, the assets of the three absorbed companies, which will be extinguished and dissolved without liquidation. The transfer to the absorbing company includes all assets, rights, and obligations that constitute the corporate assets of the absorbed entities.

The common merger project was drafted and signed by the administrators of the participating companies on June 30, 2026, and the merger balance sheets used as reference are those closed on December 31, 2025, approved by the respective sole shareholders or partners. The essential data of the announcement are as follows:

• Absorbing company: Nippon Express de España, S.A.U.
• Absorbed companies: Franco Vago, S.A.U., D.D. Cargo, S.L.U., and Tramoes, S.L.U.
• Date of the merger agreement: September 21, 2026
• Common merger project: June 30, 2026
• Merger balance sheets: closed as of December 31, 2025
• Legal framework invoked: article 10 of Royal Decree-law 5/2023, of June 28

A phased consolidation within the Japanese group

The operation is not an isolated move. Nippon Express de España, S.A.U. already absorbed Cargo-Partner España, S.L.U. in 2025, according to the announcement published in BORME number 129, dated July 9, 2025 (BORME-C-2025-4081), with an agreement dated July 1, 2025, a merger project dated May 29, 2025, and balance sheets closed as of December 31, 2024. The registry entry of that merger was published on October 6, 2025 (BORME-A-2025-190-28, entry 109).

The three companies now being absorbed were already under the group’s umbrella. Franco Vago, S.A.U. is listed as a sole proprietorship with sole partner Nippon Express (Europe) GmbH (BORME-A-2026-98-03, dated May 26, 2026); D.D. Cargo, S.L.U. registered the change of identity of its sole partner to Nippon Express Europe GmbH (BORME-A-2026-121-46, dated June 26, 2026); and Tramoes, S.L.U. communicated the change of sole partner to Nippon Express Europe GmbH (BORME-A-2026-127-08, dated July 6, 2026).

The registry data of the involved companies are:

• Franco Vago, S.A.U.: Mercantile Registry of Alicante, page A 25145
• D.D. Cargo, S.L.U.: Mercantile Registry of Valencia, page V 754
• Tramoes, S.L.U.: Mercantile Registry of Barcelona, page B 496831
• Nippon Express de España, S.A.U.: Mercantile Registry of Madrid, page M 103503

Rights of shareholders and creditors

The announcement expressly states the right of the shareholders and creditors of the companies participating in the merger to obtain the full text of the adopted merger agreements and the merger balance sheets, in accordance with the provisions of Article 10 of Royal Decree-Law 5/2023.

The text was signed in Madrid on September 28, 2026, by Ana Calderón Rodríguez-Arias, secretary of the board of directors of Nippon Express de España, S.A.U., and by Francisco Javier Palacios Medrano, sole administrator of Franco Vago, S.A.U. and secretary of the board of directors of D.D. Cargo, S.L.U. and Tramoes, S.L.U.

The relevance of the operation for the logistics and freight transport sector is twofold: it concentrates the assets of three operators who already shared a European parent company into a single Spanish company, and it opens the period for information and eventual opposition by shareholders and creditors of the four affected companies.

Source: Official Gazette of the Mercantile Registry, no. 190, of October 1, 2026, Second Section - Announcements and legal notices (Company mergers and acquisitions), page 6549 (official reference: BORME-C-2026-5275).