Inypsa Informes y Proyectos, S.A. (BME:INY) signed an integration framework agreement to acquire Carbures Europe, S.A. (BME:CAR) from Black Toro Capital LLP and others in a merger of equals transaction on April 25, 2018. As of June 28, 2018, Inypsa Informes y Proyectos, S.A. (BME:INY) signed a merger agreement to acquire Carbures Europe, S.A. (BME:CAR) from Black Toro Capital LLP and others in a merger of equals transaction for €83.6 million on April 25, 2018. In view of the foregoing, the exchange rate at which the shares of Carbures will be exchanged for Inypsa shares has been fixed at 2.163 ordinary shares of new issue of Inypsa for each ordinary share of Carbures, without additional compensation in cash. The acquisition will be carried out through a process of merger by absorption of Carbures by Inypsa. On behalf of Inypsa, the agreement has been signed by Ladislao Azcona, Leonardo Sánchez-Heredero (Promotions Keops) and María Paz Pérez Aguado, whose joint participation in engineering is close to 53%. It is anticipated that prior to the consummation of the merger Inypsa and Carbures will carry out an increase in share capital. In the case of Carbures, the shareholders that promote the operation, Black Toro Capital, its President Rafael Contreras and José María Vallejo, concentrate 56.39% of Carbures. The merger will be parity, so both, Inypsa and Carbures will participate 50% in the resulting company. Inypsa is to propose a new name after merger as AIRTIFICIAL INTELLIGENCE STRUCTURES SA. The new group will be chaired by Rafael Contreras, President and founder of Carbures and a staff of about 1,100 employees will be added, of whom about 750 are engineers. Inypsa will name all current board members of Carbures as members of Inypsa board. Carbures Europe SA created 2 committees for coordinating the merger. The transaction is subject to approval by Inypsa’s and Carbures’ shareholders. The Board of Directors of Carbures approved the merger. The integration process is expected to last approximately six months. The consummation and effectiveness of the merger is subject, in addition to the approval of the General Meeting of Inypsa, to the subscription and full disbursement of the mentioned capital increases of Inypsa and Carbures, as well as to the fulfillment of certain typical conditions among which we can find the obtaining of consents of third parties to the merger. The closing of the transaction is expected to take place during the last quarter of the year 2018. Gerard Correig, Víctor Xercavins and Roger Freixes of CUATRECASAS acted as legal advisors to Carbures. Carlos Paredes, Martín Jordano, Carla Alonso and Ana Márquez of Uría Menéndez acted as legal advisor to Carbures Europe, S.A. Iñigo Berrícano, Alexander Kolb, Manuel Herrero, Alberto García Linera and Carla Vega-Penichet of Linklaters acted as legal advsior while Ernst & Young acted as accountant to Inypsa Informes y Proyectos, S.A. Banco De Sabadell acted as the exchange agent for the share swap. Solventis acted as fairness opinion provider for Inypsa. Grant Thornton and BDO acted as acted as accountants in the transaction. EY acted as fairness opinion provider to Carbures. Inypsa Informes y Proyectos, S.A. (BME:INY) completed the acquisition of acquire Carbures Europe, S.A. (BME:CAR) from Black Toro Capital LLP and others on September 23, 2018.