Residential Senior absorbs three companies from the Emeis Iberia group

Registry entry confirms the merger

The Official Gazette of the Mercantile Registry (BORME) No. 157, published on Monday, August 17, 2026, has recorded the merger by absorption of three companies by Residencial Senior 2000, S.L.U., under entry 381007 of the First Section (Business Owners, Registered Acts). The registry data record the registration as H M 251461, Registration 52, with entry date of August 10, 2026, in section 8 of the Registration Sheet.

The absorbed companies are Artevida Centros Residenciales, S.A.U., Ecoplar, S.A.U. and Ecoplar Cantabria, S.L.U., which are extinguished through dissolution without liquidation, transferring as a block all their corporate assets to the absorbing company by universal succession (official reference: BORME-A-2026-157-28).

Prior public notice: the merger project

One month earlier, on July 22, 2026, BORME No. 139 published the corresponding legal notice in the Second Section (Legal Notices and Announcements, Mergers and Absorptions of Companies), with number 4293 on page 5375 (official reference: BORME-C-2026-4293). Said notice details that the merger decisions were adopted on July 21, 2026 by the sole shareholders/partners of the four companies, in the exercise of the powers of the Extraordinary and Universal General Meeting, based on the common merger project dated June 9, 2026.

The notice was signed by Laurent Guillot, Chairman and member of the Board of Directors of the four participating companies, duly authorized to do so.

Two-phase structure

The transaction has been structured in two consecutive phases, in accordance with the common merger project:

• First Merger: absorption of Artevida Centros Residenciales, S.A.U. and Ecoplar, S.A.U. by Residencial Senior 2000, S.L.U., both entities wholly owned by Emeis Iberia, S.A.U., with application of article 56.1 of Royal Decree-Law 5/2023, of June 28.
• Second Merger: absorption of Ecoplar Cantabria, S.L.U., of which Residencial Senior 2000 is the direct holder of 100% of the share capital, governed by article 53.1 of the same RDL 5/2023.

Applicable exemptions as intra-group mergers

As these are mergers between companies wholly owned by the same shareholder, the transaction is exempt from several formal requirements provided for in Royal Decree-Law 5/2023, of June 28:

• It is not necessary to include certain statements in the Merger Project (art. 56.1 and 53.1 RDL 5/2023).
• Reports from directors or experts on the project are not required.
• No capital increase of the absorbing company is required.
• Approval by the sole shareholders of the absorbed companies independently is not necessary.

However, in application of Article 5.5 of RDL 5/2023, the management bodies of all the companies prepared an ad hoc report for the workers on the consequences of the merger for employment, which was publicized in accordance with the regulations in force.

Creditors’ rights and guarantee framework

The public notice of 22 July 2026 recorded the right of the sole shareholders/members and creditors to obtain the full text of the decisions adopted and the merger balance sheet. The documents required by Article 46 of RDL 5/2023 were made available to members, bondholders, holders of special rights and workers’ representatives at the registered office.

In accordance with Article 13 of RDL 5/2023, the creditors of each company have a period of one month from the publication of the last merger notice to request guarantees, if they consider it necessary for the protection of their claims.

Relevance for the sector

This triple absorption consolidates Residencial Senior 2000, S.L.U. as the centralized vehicle of the Emeis Iberia, S.A.U. group in the elderly care and residential centers sector in Spain. The concentration of the three subsidiaries into a single entity reduces the corporate complexity of the group and facilitates operational management, without the transaction implying an exit from the market of the residential centers managed until now by the absorbed companies. For creditors and workers of the extinct companies, universal succession guarantees the full transfer of rights and obligations to the absorbing company.

Source: Official Gazette of the Mercantile Registry (BORME), No. 157, 17 August 2026, First Section (Business Owners, Registered Acts), p. 39995 (official reference: BORME-A-2026-157-28). Prior notice: BORME, No. 139, 22 July 2026, Second Section, p. 5375 (official reference: BORME-C-2026-4293).