Companies Act (Cap. 386), article 346

346. (1) The directors of each of the amalgamating companies shall: (a) draw up a detailed written report explaining the draft terms of the merger and setting out the legal and economic grounds for them, in particular the share exchange ratio, and shall describe any special valuation difficulties which have arisen; and (b) inform the general meeting of their company and the directors of the other a malgamating company or companies so that they may inform their respective general meetings, of any material change in the assets and liabilities between the date of preparation of the draft terms of merger and the date of the general meetings which are to decide on the draft terms of merger. (2) The report referred to in sub-article (1)( a) and the information referred to in sub-article (1)( b) shall not be required if all the shareholders and the holders of other securities confer ring the right to vote of each of the amalgamating companies have so agreed. Non applicability of article 73(4), (5) and (6) in certain cases of amalgamation. Amended by: XIX. 2010.38.