Common draft terms of cross-border mergers
The management or administrative organ of each of the merging companies shall draw up the common draft terms of cross-border merger. The common draft terms of cross-border merger shall include at least the following particulars:
(a)((a)) the form, name and registered office of the merging companies and those proposed for the company resulting from the cross-border merger;
(b)((b)) the ratio applicable to the exchange of securities or shares representing the company capital and the amount of any cash payment;
(c)((c)) the terms for the allotment of securities or shares representing the capital of the company resulting from the cross-border merger;
(d)((d)) the likely repercussions of the cross-border merger on employment;
(e)((e)) the date from which the holding of such securities or shares representing the company capital will entitle the holders to share in profits and any special conditions affecting that entitlement;
(f)((f)) the date from which the transactions of the merging companies will be treated for accounting purposes as being those of the company resulting from the cross-border merger;
(g)((g)) the rights conferred by the company resulting from the cross-border merger on members enjoying special rights or on holders of securities other than shares representing the company capital, or the measures proposed concerning them;
(h)((h)) any special advantages granted to the experts who examine the draft terms of the cross-border merger or to members of the administrative, management, supervisory or controlling organs of the merging companies;
(i)((i)) the statutes of the company resulting from the cross-border merger;
(j)((j)) where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the company resulting from the cross-border merger are determined pursuant to Article 16;
(k)((k)) information on the evaluation of the assets and liabilities which are transferred to the company resulting from the cross-border merger;
(l)((l)) dates of the merging companies’ accounts used to establish the conditions of the cross-border merger.