Wärtsilä Ibérica absorbs its underwater services subsidiary without liquidation

The sole shareholder of Wärtsilä Ibérica, S.A.U. approved on September 17, 2026, the merger by absorption of Wärtsilä Underwater Services Spain, S.L.U., a company wholly owned by that same sole shareholder. The operation is concluded with the dissolution without liquidation of the absorbed entity and the bulk transfer of all its assets to the absorbing entity, which acquires all its rights and obligations by universal succession. The agreement is published in the Official Gazette of the Mercantile Registry (BORME) no. 183, of September 22, 2026, second section, page 6342, with the official reference BORME-C-2026-5102.

The announcement is issued in compliance with Article 10 of Royal Decree-Law 5/2023, transposing European directives regarding structural modifications of commercial companies (LME). Since the absorbed entity is wholly owned by the same sole shareholder as the absorbing entity, Wärtsilä Technology OY, the operation falls under the simplified regime of Articles 53.1 and 56.1 of the LME, which reduces formalities and publicity compared to an ordinary merger.

Who absorbs whom

• Absorbing company: Wärtsilä Ibérica, S.A.U., with registered office in Bermeo (Bizkaia) and registered in the Mercantile Registry of Bizkaia (sheet H BI 5096).
• Absorbed company: Wärtsilä Underwater Services Spain, S.L.U., registered in the Mercantile Registry of Valencia (sheet H V 8564), with registered office at calle dels Palleters 11, Alboraya (Valencia).
• Sole shareholder of both: Wärtsilä Technology OY, whose sole ownership of the subsidiary was registered on July 15, 2026 (BORME no. 139, of July 22, 2026).
• Signatories of the announcement: Robert Brian Burford, chairman of the board of directors of the absorbing entity, and Juan Sabin Burzaco, joint administrator of the absorbed entity.

The absorbed subsidiary did not always have this name: BORME no. 202, of October 22, 2025, records its change of corporate name to Wärtsilä Underwater Services Spain SL and the transfer of its registered office to Alboraya, with registration data from October 15, 2025.

A simplified merger, without capital increase

The merger balance sheets are those of both companies closed as of December 31, 2025, and that of the absorbing entity was approved in accordance with Article 44 of the LME. Since there is a single shareholder in both companies, the announcement specifies that it is not necessary to:

• include in the merger project the 3rd, 5th, 7th, and 8th mentions of Article 40 of the LME;
• increase the share capital of the absorbing company;
• prepare reports from administrators or independent experts on the project;
• submit the merger for approval by the general meeting or the sole shareholder of the absorbed company.

It has also not been necessary to previously publish or deposit the documents required by the LME, in accordance with Article 9.1 thereof. The merger, therefore, does not involve an exchange of shares or the entry of new partners: the subsidiary’s assets are integrated directly into the parent company.

Rights of partners, creditors, and continuity of activity

The announcement expressly states the right of the partners and creditors of the participating companies to obtain the full text of the agreements adopted and the merger balance sheets at the respective registered offices. Furthermore, creditors of the participating companies may exercise the actions provided for in Article 13.1 of the LME within a period of one month starting from the publication of the final merger announcement.

By universal succession, Wärtsilä Ibérica, S.A.U. assumes all the rights and obligations of the subsidiary, which includes its contracts with customers and suppliers and the legal relationships derived from its underwater services activity. The disappearance of the absorbed company is formal—without liquidation or distribution of any share—and its activity continues under the legal personality of the parent company.

The operation is of interest to suppliers, customers, and employees linked to the subsidiary in Spain, who from now on will have Wärtsilä Ibérica, S.A.U. as their counterparty, and to any creditor who wishes to oppose or preserve their guarantees within the legal period of one month.

Source: Official Gazette of the Mercantile Registry, no. 183, of September 22, 2026, Second Section (Announcements and legal notices), page 6342 (official reference: BORME-C-2026-5102).