Valantic BPX absorbs its subsidiary Stools Global Services in Barcelona

The extraordinary and universal general meeting of shareholders of Valantic BPX, S.L. approved on June 30, 2026, the merger by absorption of Stools Global Services, S.L.U., its wholly-owned subsidiary. The agreement was made public in the Official Gazette of the Mercantile Registry (BORME) number 159, dated August 19, 2026, page 5953, within the section for company mergers and acquisitions, under the official reference BORME-C-2026-4765.

The operation is carried out through the bulk transfer of the assets of the absorbed company to the absorbing company, with the resulting extinction of Stools Global Services, S.L.U. without liquidation. The common merger project was formulated by the administrative bodies of both companies on June 30, 2026, using the merger balance sheets closed on December 31, 2025, which are part of the annual accounts for the 2025 financial year.

Legal framework of the merger

The operation expressly adheres to Article 53.1 of Royal Decree-Law 5/2023, of June 28, which regulates the structural modifications of commercial companies. Since it is a merger by absorption of a company wholly owned by the absorbing company, which holds 100% of the share capital of the absorbed company, it is configured as a simplified vertical merger.

For this reason, the operation does not require:

• The inclusion in the merger project of mentions 3, 5, 7, and 8 of Article 40 of RDL 5/2023.
• The expert report on the merger project.
• A capital increase of the absorbing company.
• The approval of the merger by the general meeting of the absorbed company, as the agreement of its sole shareholder is sufficient.

Rights of shareholders, creditors, and employees

Pursuant to Article 10 of RDL 5/2023, the shareholders and creditors of the participating companies have the right to obtain the full text of the agreements adopted and the merger balance sheets under the legally provided terms. The information is likewise brought to the attention of the employees for the exercise of the rights that legally correspond to them, as provided in Article 46 of the same regulation.

Creditors whose credits arose prior to the publication of the announcement of the merger agreement and had not expired at the time of publication may exercise the rights of creditor protection and the adequacy and effectiveness of guarantees provided for in Articles 13 and 14 of RDL 5/2023, within a period of one month from the publication of the agreement.

Administrative bodies

The announcement was signed in Barcelona on July 28, 2026, by the administrative bodies of both companies:

• Saptools, S.L., chairperson of the board of directors of Valantic BPX, S.L., duly represented by Mr. José María Verdú Martorell.
• Mr. Jaime Bombí Civit, secretary of the board of directors of Valantic BPX, S.L..
• Mr. José María Verdú Martorell, sole administrator of Stools Global Services, S.L.U..

The integration consolidates the structure of the technology consulting group Valantic in Barcelona, which will now directly control the activity previously carried out by its subsidiary. For clients, employees, and creditors in the services sector, the publication of the announcement opens the legal period for the exercise of their rights, in a process that, due to its simplified nature, does not alter the capital of the absorbing company nor require additional guarantees.

Source: Official Gazette of the Mercantile Registry (BORME), no. 159, August 19, 2026, Second Section (Company mergers and acquisitions), page 5953 (official reference: BORME-C-2026-4765).