PHS Serkonten absorbs Arepla Técnicos en Control de Plagas through simplified merger

PHS Serkonten, S.A., Sole Shareholder Company will absorb Arepla Técnicos en Control de Plagas, S.L., Sole Shareholder Company, according to the agreement unanimously approved in the general and universal shareholders’ meetings of both companies on October 13, 2026. The operation is published in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) number 201, dated October 19, 2026, Second Section, page 6830, with the official reference BORME-C-2026-5502.

The merger is subject to Royal Decree-Law 5/2023, of June 28, on Structural Modifications of Commercial Companies, and is formalized as the absorption of the absorbed company by the absorbing company, with the extinction of the former without liquidation and the block transfer of all its assets. PHS Serkonten acquires all rights and obligations of Arepla by universal succession, including assets and liabilities.

A simplified merger without capital increase

Since the absorbing company is the direct holder of 100% of the capital of the absorbed company, the operation is governed by the simplified merger regime provided for in Article 53 of Royal Decree-Law 5/2023. This framework has allowed for the omission of reports from directors and independent experts regarding the merger project.

There will also be no capital increase in the absorbing company, as there are no external shareholders to whom shares must be exchanged. The agreement was adopted in accordance with the common merger project drafted and signed by the administrative bodies of the intervening companies on the same October 13, 2026.

Who signs and where the headquarters are located

The announcement was signed in Bilbao and Zaragoza on October 13, 2026, by the top officials of each company:

• Matthew Edward Stanley Brabin, chairman of the board of directors of PHS Serkonten, S.A., Sole Shareholder Company.
• David de la Torre Velasco, sole administrator of Arepla Técnicos en Control de Plagas, S.L., Sole Shareholder Company.

The absorbing company has its registered office in Bilbao, with registration data on sheet BI-3253 of the Mercantile Registry of Bizkaia. The absorbed company is registered in the Mercantile Registry of Zaragoza, sheet Z-34731, and transferred its registered office to calle 21, Ciudad del Transporte, in San Juan de Mozarratar (Zaragoza).

A one-month period for creditors

The announcement expressly includes the right of shareholders and creditors of the participating companies to obtain the full text of the agreements adopted and the merger balance sheets, which remain at their disposal at the respective registered offices.

Regarding opposition, Article 13 of Royal Decree-Law 5/2023 protects creditors whose credit arose before the publication of the merger project—or, failing that, before the date of the announcement—and had not expired at that time. The period to exercise the right of opposition is one month from the publication of the final merger announcement.

Background: from purchase to integration

The operation culminates a process initiated in November 2025, when Arepla Técnicos en Control de Plagas, S.L. declared its sole-shareholder status with PHS Serkonten, S.A. as the sole shareholder, according to the announcement published in the Official Gazette of the Mercantile Registry number 221, dated November 19, 2025, page 53486. In that same act, the joint administrators Marta Naya Murillo and José Luis San Cecilio Pérez ceased their duties, David de la Torre Velasco was appointed as sole administrator, and the fiscal year closing was set for June 30.

This is not the group’s first integration: in December 2023, PHS Serkonten absorbed Serveis Antiplagues, Higiene i Control Ambiental, S.A., Sociedad Unipersonal, in an operation published in the Official Gazette of the Mercantile Registry number 245, dated December 28, 2023, page 9170. Additionally, in August 2026, the absorbing company registered the appointment of David de la Torre Velasco as director and proxy, along with Joseba Mikel Ibáñez Cornejo.

The absorption consolidates the group’s pest control business into a single company and simplifies its corporate structure. For clients, continuity is guaranteed by universal succession, which maintains contracts and obligations; for Arepla’s staff, the change in ownership does not in itself alter employment relationships; and for creditors, the one-month period from the publication of the final announcement is the only window to oppose a merger that extinguishes the debtor company.

Source: Official Gazette of the Mercantile Registry, no. 201, October 19, 2026, Second Section — Company mergers and acquisitions, p. 6830 (official reference: BORME-C-2026-5502).