Consolidation of the infrastructure segment in the Unibep Group

The companies Unibep SA and Budrex Sp. z o.o. want to merge — the management boards of both companies made this decision on 15 December 2022. Unibep SA has been the owner of Budrex Sp. z o.o. since 2015.

Infrastructural construction is one of the Group’s key business segments, besides development activities as well as residential, industrial, and modular construction. It is the only segment of Unibep Group’s activity which currently operates under two entities: Budrex and Unibep.

“We decided to change it and we launched the efforts to merge the potential of both Companies for even more effective implementation of investments in infrastructural (road and bridge) construction,” said President of the Management Board of Unibep SA Leszek Gołąbiecki. 

On 15 December 2022, the management boards of both companies, Budrex and Unibep, adopted a resolution on launching efforts to merge the two companies.

“Due to the fact that both companies work normally and implement subsequent investment on an ongoing basis, as the managers of both companies, we decided that in order for the merger process to have as little impact on current operations as possible and not to disrupt the implementation of tasks, it should be based on simplified procedures for merging companies provided for in the Polish Code of Commercial Companies and Partnerships,” added Leszek Gołąbiecki.

Purely structural changes

What does this mean for the employees and contractors of Budrex? “Once we successfully complete the merger process, which will take several months, Unibep SA will assume all rights and obligations arising from the agreements concluded by Budrex. All the employees of Budrex on the day of the merger, based on the succession of rights rule, will automatically become employees of Unibep SA. In regard to agreements with contractors, Unibep will become a party to agreements concluded by Budrex. “The assets of both companies will also be merged,” explained the President of the Management Board of Budrex Sp. z o.o. Jacek Siemieniuk.

The provisions of the Code strictly define the course of the merger procedure. However, it should be noted that the final decision on the merger is in the hands of the governing bodies of both companies, i.e. general shareholders meeting of Budrex and general shareholders meeting of Unibep. Both these governing bodies must give their consent. According to the preliminary schedule, we assume that a decision on this matter may be taken at the beginning of March 2023. Assuming both governing bodies will agree, we expect the process to be completed with a register entry created by the registry court of the merging companies. We assume that this will happen around 30 April 2023. That day will be the day of the merger and on that day we will start working as a single entity, i.e. Unibep company.

 It is history now

Budrex Sp. z o.o. (formerly Budrex-Kobi Sp. z o.o.) was bought by Unibep SA in July 2015. The company Budrex Sp. z o.o. is a highly specialised engineering company that is mainly involved in construction of bridges, culverts, and road safety equipment. “The acquisition of the company by the Issuer will make it possible to expand of the scope of activities of the road division of Unibep SA and thus it will make the comprehensive service of the road market possible”, read the current report of Unibep SA No. 35/2015 of 1 July 2015. 

Over the years, the company has built many important structures, including those on the A1 motorway and the S8 expressway, a bridge over the Narew river in Uhów, a flyover in Krasne, and engineering structures on Trasa Niepodległości bypass road in Białystok. It has worked for years as a subcontractor for many general contractors of expressways, mainly in north-eastern Poland. The last big joint enterprise of Budrex Sp. z o.o. and Unibep SA was the construction of the fence on the Polish-Belarusian border.

Unibep SA from Bielsk Podlaski is currently one of the biggest construction enterprises in Poland. It has been a company listed on the Warsaw Stock Exchange since 2008. Over the years, it has become a diversified capital group operating in many construction segments.

 Efficiently and effectively

- "We want to conduct the merger process efficiently and effectively, on the one hand, not losing any of the potential of both companies, and on the other hand, taking advantage of the opportunities the full integration offers,” said Leszek Gołąbiecki. “I am sure that with the new structure, we will be able to achieve all the ambitious business goals of this segment of infrastructure construction. And there are many challenges ahead”, he added.