Companies Act (Cap. 386)
Companies Act (Cap. 386), article 348
348. (1) One or more experts acting on behalf of each of the
amalgamating companies, but independent of them and approved
by the Registrar, shall examine the draft terms of the merger and
draw up a written repor t to the shareholders.
(2) The report shall specify whether the share exchange ratio is
fair and reasonable and to this effect it shall -
(a) indicate the method or methods used to arrive at the
share exchange ra tio proposed; and
(b) state whether such method or methods are adequate in
the case in question, indicating the values arrived at
using each such method and giving an opinion on the
relative importance attributed to such method or
methods in arriving at the value decided on.
(3) The report shall describe any special valuation difficulties
which have arisen.
(4) Each expert shall be entitled to obtain from the
amalgamating companies all relevant information and documents
and to carry out all necessary investigations.
(5) One or more independent exp erts may be appointed to draw
up a joint report for all the amalgamating companies by the
Registrar at the joint request of the companies involved.
(6) The provisions of this artic le shall not apply if all the
shareholders of all the companies involved in the amalgamation
220 CAP. 386.] COMP ANIES
have so agreed.
Documents which
shareholders of
amalgamating
companies are
entitled to inspect.
Amended by:
IX. 2008.34;
XIX. 2010.39;
XLVI.2021.60.
Text read from the consolidated PDF published by Legislation Malta. Tables, figures and marginal notes may be incomplete or out of place: the official PDF is authoritative. General information, not legal, tax or accounting advice.