Companies Act (Cap. 386), article 343

343. ( 1 ) A m a l g a m a t i o n o f t w o o r m o r e c o m p a n i e s m a y b e effected by - (a) merger by acquisition; or (b) merger by formation of a new company. (2) Merger by acquisition is the operation whereby a company (referred to in this Part as "the acquiring company") acquires all the assets and liabilities of one or more other companies (referred to in this Part as "the companies being acquired") in exchange for th e issue to the shareholders of the companies being acquired of sh ares in the acquiring company and a cash payment, if any, not exceed ing ten per cent of the nominal val ue of the shares so issued. (3) Merger by formation of a new company is the operation whereby two or more companies (referred to in this Part as "the merging companies") deliver to a company which they set up (referred to in this Part as "the new company") all their asset s and liabilities in exchange for the issue to the shareholders of th e merging companies of shares in the new company and a cash payment, if any, not exceeding ten per cent of the nominal valu e of the shares so issued. (4) The companies being acquired or, as the case may be, the merging companies, shall be dissolved without having to be woun d up in accordance with the provisio ns of Title II of Part V of t his Act and dissolution shall be deemed to take place when the amalgamation becomes effective in accordance with the provision s of article 353. (5) The fact that one or more of the companies being acquired, or one or more of the merging companies has been dissolved voluntarily by an extraordinary resolution, and a declaration o f solvency has been filed shall not prevent such companies taking part in the amalgamation provided that none of their assets hav e COMP ANIES [CAP. 386. 217 been distributed to shareholders after dissolution. Any provisi on of this Part requiring the directors of a company to act shall be interpreted in relation to a company which has been dissolved a s requiring the liquidator to act. (6) The fact that one or more of the companies being acquired or one or more of the merging co mpanies has been dissolved by t he court in terms of article 214, a nd in the case of a voluntary w inding up a declaration of solvency has not been filed, shall invalida te the amalgamation with respect to a ll the amalgamating companies. (7) A company may only be amalgamated with one or more companies, and may not be amalgamated with any other kind of commercial partnership. Chapter I - Merger by acquisition Draft terms of merger.