Smalticeram absorbs Vernis en Onda via merger without liquidation

Smalticeram España, S.A. will absorb Vernis, S.A.U. through a merger by absorption, which entails the dissolution without liquidation of the absorbed company and the bulk transfer of all its assets and liabilities. The general shareholders’ meeting of the absorbing company adopted the agreement on July 24, 2026, and the announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 214, of November 6, 2026, page 7265, with official reference BORME-C-2026-5858.

The operation is carried out within the framework of Article 10 of Royal Decree-Law 5/2023, of June 28, which transposes the European directive on structural modifications of commercial companies (LME). The announcement appears in the Second Section – Announcements and legal notices, under the heading of company mergers and absorptions, and was signed in Onda on November 2, 2026, by the CEO of the absorbing company, Giuseppe Ovi.

Dissolution without liquidation and universal succession

The agreement approved by the board of Smalticeram España, S.A. establishes that Vernis, S.A.U. will be dissolved without liquidation and that its assets will be transferred in bulk to the absorbing company, according to the terms of the Common Merger Project. Smalticeram España, S.A. will thus succeed by universal title to all the rights and obligations of the absorbed company.

The chosen formula avoids the liquidation phase: social assets are not distributed among partners; instead, the entirety of assets and liabilities—including contractual relationships and debts—passes to the resulting company. The absorbed company is a sole shareholder company, a condition already recorded in the registry.

Two companies with registry files in Castellón

Both companies have a registry history in the province of Castellón and are domiciled in the Plana region:

• Smalticeram España, S.A.: registry file CS 15544; registered office established in 2020 at calle del Toll 37, corner with Camí Palmeral, in Onda.
• Vernis, S.A.U.: registry file CS 5943; declared its sole shareholder status with Smalticeram España, S.A. as the sole partner, registration published in BORME no. 212, of November 5, 2025.
• The absorbing company has been appointing BDO Auditores, SLP as statutory auditor since 2025, an appointment renewed in February 2026.
• The signature of the announcement corresponds to the CEO Giuseppe Ovi, who is also the chairman of the board of Vernis, S.A.U. following the renewal of that body in 2025.

The registry sequence shows that the integration is not an isolated move: the sole shareholder status of the absorbed company was registered in October 2025 and the merger was approved nine months later, making the operation the definitive formalization of an already existing corporate relationship.

Rights of partners and creditors

The announcement expressly recalls the guarantees of information and opposition that the LME (Commercial Companies Act) recognizes for participants:

• Shareholders and creditors of the involved companies may request and obtain free of charge the full text of the agreements adopted, the merger balance sheet, and the rest of the documentation relating to the operation.
• Creditors of the participating companies may oppose the agreement under the terms provided for in Article 13 of the LME.
• The BORME does not establish in this announcement a schedule different from that resulting from the regulation itself; therefore, the calculation of the opposition period refers to the provisions of the law.

Publication in the BORME is the channel that activates these rights: from the official dissemination of the agreement, creditors and shareholders have the necessary information to exercise them against an operation that transfers all obligations of Vernis, S.A.U. to the absorbing entity.

Impact on the tile cluster

The operation affects two companies settled in the industrial environment of Onda, one of the hubs of the ceramic cluster in the province of Castellón. For suppliers and financial entities, the merger implies that their counterparty ceases to be Vernis, S.A.U. and becomes Smalticeram España, S.A., which assumes the entirety of the liabilities without intermediate liquidation. For the shareholders of the absorbed company, the change is formal—it was already a sole shareholder company—but it consolidates the activity, which until now was divided between two commercial entities, into a single registry sheet.

Source: Official Gazette of the Mercantile Registry (BORME), no. 214, of November 6, 2026, Second Section – Announcements and legal notices, page 7265 (official reference: BORME-C-2026-5858).