SAP SE has announced plans to merge LeanIX GmbH into its operations. LeanIX GmbH, registered in the local court of Bonn under HRB 19137, will transfer all its assets, rights, and obligations to SAP SE effective January 1, 2025. From this date until the formal dissolution of LeanIX GmbH as per Sec. 20 para. 1 No.2 UmwG, any actions taken by LeanIX GmbH will be considered on behalf of SAP SE.
SAP SE is the sole owner of LeanIX GmbH, which negates the need for a merger resolution from SAP SE’s board according to Sec. 62 para. 1 sent. 1 UmwG. Additionally, since SAP holds all shares in LeanIX GmbH, there is no requirement for a merger report or audit as stipulated by Secs. 8 para. 3 sent. 3 no. 1 a), 9 para. 2, and other relevant sections.
Shareholders holding at least one-twentieth of SAP SE’s share capital are informed that they have the right to request a general meeting to discuss approval of the merger under Sec. 62 para. 2 sent. 1 and subsequent sections.
The necessity for a shareholder meeting resolution from LeanIX GmbH regarding the merger agreement is waived due to SAP being its sole shareholder per section 62 para.4 sent.1 UmwG.
Documents related to this merger are available through specified links and include draft agreements and financial statements for both companies involved over recent fiscal years:
– SAP SE Statutory Financial Statements and Review of Operations (2022-2024)
– LeanIX GmbH Financial Statements (2021-2023)
SAP SE issued this information on May 23, 2025.
