Companies Act (Cap. 386), article 357

357. (1) The provisions of articles 344 to 356 other than article 345(6) shall apply to merger by formation of a new company as though references to the acquiring company were references to the new company and as though references to the amalgamating companies and to the companies being acquired were references to the merging companies: Provided that, in the case of a merger by formation of a new company, the draft terms of merger shall only be drawn up by each of the merging companies: Provided further that in article 344(2)(a), the reference to amalgamating companies shall also include the new company. (2) The draft terms of merger of each of the merging companies and the memorandum and articles of association of the new company shall be approved by an extraordinary resolution of each of the merging companies. (3) The new company shall be formed in accordance with the provisions of this Act except that the rules governing the verification of any consideration other than cash laid down in article 73(4), (5) and (6) shall not apply where an independent expert’s report on the draft terms of merger is drawn up. (4) The Registrar shall, after striking the name of the company being acquired off the register in accordance with the provisions of article 353(1), proceed to issue a certificate of registration for the new company denoting the fact of the formation of that company as a result of the merger. Chapter III - Acquisition of one company by another which holds ninety per cent or more of its shares Acquisition of one company by another which holds all its shares. Amended by: IV. 2003.132; XIX. 2010.42.