Watera Absorbs Its Luxembourg Subsidiary to Simplify Its Structure
Watera S.A. (Euronext Growth Paris) announced on Wednesday the signing of a cross-border merger treaty involving the absorption of its Luxembourg subsidiary, Watera International. This operation aims to reduce the administrative and regulatory complexity of the group's organization, which is 65% controlled by Unibios Holdings.
Cross-Border Merger-Absorption Approved by Boards of Directors
The merger treaty was signed on June 30, 2026, following approval from the boards of directors of Watera S.A. and Watera International. Watera S.A. currently holds 30.06% of the capital and voting rights of Watera International, while Unibios Holdings S.A. owns 69.94%. As a reminder, Unibios Holdings also controls 65% of the capital of Watera S.A. since July 2025.
Organizational Streamlining and Planned Recapitalization
The operation will consist of the absorption of Watera International by Watera S.A. In exchange for the merger contribution, Watera S.A. will proceed with a capital increase by issuing 1.85 Watera S.A. shares for each Watera International share contributed, reserved for Unibios Holdings. The group believes this merger will reduce administrative constraints, reporting obligations, and compliance costs generated by maintaining two legal entities subject to two distinct legal orders. Beyond this simplification, the operation is expected to strengthen the financial profile of Watera S.A. and increase its capacity to finance future external growth operations, particularly through the issuance of shares as compensation.
Timeline Subject to Usual Suspensive Conditions
A joint request was filed on June 24, 2026, with the President of the Chartres Commercial Court for the appointment of a merger commissioner. The merger project will be submitted for approval to the general assemblies of shareholders of Watera S.A. and Watera International during the third quarter of 2026, following the opposition period for creditors. Subject to the fulfillment of usual suspensive conditions, the merger will take effect retroactively, from an accounting and tax perspective, on January 1, 2026. The treaty will be filed at the registry of the Chartres Commercial Court and will be subject to the publicity measures provided by French and Luxembourg regulations.
