Ontime absorbs three logistics subsidiaries in a simplified single-shareholder merger

Ontime Corporate Unión, S.A., in its capacity as the sole partner or shareholder and direct holder of 100% of the capital, approved on October 1, 2026, the merger by absorption of three wholly-owned subsidiaries by Ontime Transporte y Logística, S.L.U. The agreement is published in the Official Gazette of the Mercantile Registry (BORME) no. 191, dated October 2, 2026, Second Section, page 6571, with the official reference BORME-C-2026-5294. The absorbed companies are Manipulados y Retractilados Polo, S.L.U., Manipulados Polo e Hijos, S.A.U., and Atdis Pharma, S.L.U.

The operation is subject to Royal Decree-Law 5/2023, of June 28, which transposes the European directive on structural changes to commercial companies. The common merger project was drafted and signed by the management body of all intervening companies on June 30, 2026, and the announcement is signed in Madrid on October 1, 2026, by Ontime Corporate Unión, S.A., sole administrator of the four companies, represented by Mr. Carlos María Moreno de Viana Cárdenas as the natural person representative.

A simplified merger without an independent expert or capital increase

Since this is a merger between companies wholly owned directly by the same sole partner, the simplified regime of Article 56.1 of Royal Decree-Law 5/2023 applies, which refers to Article 53. For this reason, the following are not required:

• The inclusion in the common merger project of the 3rd, 5th, 7th, and 8th mentions of Article 40.
• The independent expert’s report on the common merger project.
• The section of the management body’s report intended for the partners.
• The increase in the share capital of the absorbing company.
• A separate agreement approving the merger by the general meeting of the absorbed companies.

Employment report and filing with the Mercantile Registry of Madrid

As these are operating companies with staff, the management body did formulate and approve on June 30, 2026, the common report intended for workers regarding the effects of the merger on employment. This report was made available to the legal representatives of the workers on August 31, 2026, along with the common merger project and the rest of the legally required documentation.

The documents provided for in Article 7.1 of Royal Decree-Law 5/2023 were filed with the Mercantile Registry of Madrid on September 14, 2026. The registration of the merger in the registry had already been published in the BORME of September 21, 2026, with the entries for Ontime Transporte y Logística, S.L. (sheet M-482981), Manipulados Polo e Hijos, S.A. (sheet M-828285), Atdis Pharma, S.L. (sheet M-882795), and Manipulados y Retractilados Polo, S.L. (sheet M-826028).

A one-month deadline for creditors

The partners and creditors of the participating companies may examine the common merger project and the merger balance sheets at the registered office, and obtain a free copy of the full text of the decisions adopted.

Creditors whose credits arose before the publication of the agreement, have not expired, and who do not agree with the guarantees offered or their absence may exercise, within one month from the date of publication, the rights recognized by Article 13 of Royal Decree-Law 5/2023. The exercise of these rights does not halt the merger nor prevent its registration in the Mercantile Registry.

A group in reorganization and a parallel operation

The same edition of the bulletin reports a second merger within the group: Responsabilidad Social Ontime, S.L.U. absorbs Centro Especial de Empleo Polo, S.L.U., also approved on October 1, 2026, and published on page 6573 with the reference BORME-C-2026-5295, with the project deposited in the Mercantile Registry of Madrid on September 17, 2026.

The group’s trajectory shows a continuous integration of companies: in November 2024, Ontime Transporte y Logística, S.L. absorbed Ontime Plataforma Sur, S.L. and Capitrans, S.L., and in October 2023, it had integrated Tum Capilar, S.L., Transportes Yagüe 1955, S.L., and Destinalogistic, S.A.U. The now-absorbed subsidiaries shared a sole administrator and address at Avenida de Marconi 1 in Madrid, where they moved their headquarters in 2026.

The merger concentrates the group’s logistics and pharmaceutical business into a single company, simplifies the corporate structure, and reduces administrative costs, but places the workforce of the three absorbed entities under the umbrella of Ontime Transporte y Logística, S.L.U. and opens a fixed period for creditors to claim guarantees. This is a significant move for suppliers, employees, and customers of the subsidiaries, who from now on will contract with a single company.

Source: BORME, no. 191, October 2, 2026, Second Section - Announcements and legal notices, page 6571 (official reference: BORME-C-2026-5294).