Companies Act (Cap. 386), article 344

344. (1) The directors of the acquiring company and of each of the companies being acq uired (hereinafter r eferred to in this P art as "the amalgamating companies") shall draw up draft terms of merg er in writing. (2) The draft terms of merger shall specify the following: (a) the status, name and registered office of each of the amalgamating companies; (b) the share exchange ratio and the amount of any cash payment; (c) the terms relating to the allotment of shares in the acquiring company; (d) the date from which the hol ding of such shares entitles the holders to participate i n p r o f i t s a n d a n y s p e c i a l conditions affecting that entitlement; (e) the date from which the t ransactions of each of the companies being acquired shall be treated for accounting purposes as being those of the acquiring company; (f) the rights conferred by the acquiring company on the holders of shares to which special rights are attached and on the holders of debentures or other securities, or the measures proposed concerning them; and (g) any special advantage granted to the experts referred to in article 348 acting on behalf of each of the amalgamating companies au thorised to examine the draft terms of merger and to draw up a written report to the shareholders, and to the directors of each of the amalgamating companies. (3) The draft terms of merger, duly completed, shall be signed by at least one director and the company secretary of each of t he amalgamating companies, and forwarded to the Registrar for registration, who being satisfied that the requirements of sub- 218 CAP. 386.] COMP ANIES article (2) have been complied with, shall register them. Approval by extraordinary resolution of amalgamation. Amended by: IV . 2003.129; XIX. 2010.36.