Red Hat absorbs its subsidiary 3 Scale Networks through merger without liquidation

Red Hat, S.L.U. will absorb its subsidiary 3 Scale Networks, S.L.U., which will be extinguished by dissolution without liquidation and will transfer its entire assets as a block to the absorbing company. The merger was approved on September 24, 2026, by the sole shareholders of both companies and is published in the Official Gazette of the Mercantile Registry (BORME) no. 187, of September 28, 2026, under reference BORME-C-2026-5211.

The announcement is based on Article 10 of Royal Decree-Law 5/2023, of June 28, and appears in the Second Section of the gazette, under the heading “Mergers and acquisitions of companies,” on page 6472. The operation is structured as a pure absorption: 3 Scale Networks disappears and Red Hat acquires all its rights and obligations by universal succession.

Who decides and with what scope

The merger was approved on September 24, 2026, by Red Hat Limited, an Irish company domiciled at 6700 Cork Airport Business Park, Kinsale Road, Cork (Ireland), registered in the Mercantile Registry of Ireland under number 304873 and N.I.F. N0072525I, in its capacity as the sole shareholder of Red Hat, S.L.U.; and by Red Hat, S.L.U. itself, in its capacity as the sole shareholder of 3 Scale Networks, S.L.U.

The agreement was adopted under the exact terms of the formulated common merger project, drafted and signed on June 30, 2026, by all members of the administrative bodies of the absorbing and absorbed companies.

Simplified procedure and rights of shareholders and creditors

• Since 3 Scale Networks is fully and directly owned by Red Hat, the special simplified procedure provided for in Article 53.1 of Royal Decree-Law 5/2023 is fully applicable.
• Pursuant to Article 9.1 of the same regulation, it has not been necessary to publish or deposit the common merger project or other required documents, nor to make the announcement regarding the possibility of submitting observations prior to approval.
• The shareholders and creditors of both companies have the right to obtain the full text of the agreements and decisions adopted and the merger balance sheets, which are available at their respective registered offices.

The announcement was signed in Madrid on September 25, 2026, by Mr. Michael Martin O’Neill, joint administrator of Red Hat, S.L.U. and 3 Scale Networks, S.L.U.

Registry background of the companies

The link between both companies is recent. BORME no. 136, of July 17, 2026, published the change of sole shareholder of 3 Scale Networks, S.L.U., which became Red Hat, S.L. (registration I/A 55, of July 10, 2026). Previously, the absorbed company had been controlled by 3SCALE INC. and, subsequently, by 3SCALE LLC, according to announcements published in 2016 and 2017.

In March 2026, changes occurred in the administrative bodies of both companies. BORME No. 49, dated March 12, recorded the transition of Red Hat, S.L. from a board of directors to joint administrators, with the appointment of Michael Martin O’Neill and Amy Biathrow Ross; BORME No. 53, dated March 18, reflected equivalent appointments in 3 Scale Networks, S.L., with the same joint administrators. Later in September, BORME No. 170, dated the 3rd, published the revocation of the proxy Ryan Matthew Barnhart in the absorbed company.

3 Scale Networks, S.L. is registered in the Mercantile Registry of Barcelona, sheet B 350401, with its registered office at Travessia de Gràcia number 11, 3rd floor (Barcelona) since 2023, while Red Hat, S.L. is registered in Madrid, sheet M 257783.

The operation simplifies the corporate structure of the technology group in Spain by integrating a wholly-owned subsidiary into the parent company, without the absorbed entity retaining its own legal personality. For creditors and partners, the practical effect is that Red Hat assumes all assets, rights, and obligations of 3 Scale Networks, and the announcement expressly recognizes their right to consult the merger agreements and balance sheets at the registered offices of both companies.

Source: Official Gazette of the Mercantile Registry (BORME), No. 187, September 28, 2026, Second Section - Announcements and legal notices (Company mergers and acquisitions), page 6472 (official reference: BORME-C-2026-5211).