Article 567 — Merger or Division Plan

1/ Merger or division plan shall be drawn up by each of the business organizations that participate in the merger or division and signed by the chairperson of the board of directors, or where the organization has no board, by the general manager. 2/ The merger or division plan must state the following: a) The type, name and address of the head office of each of the business organizations involved in the merger or division; b) Where the merger or division, as the case may be, results in the creation of a new business organization, the type, name and the address of its head office; c) The economic rationale and condition of the merger or division; d) The approved, annual, consolidated financial report of each of the organizations involved; e) A description of the assets or business unit that can subsist separately and liabilities that are transferred to the acquiring or newly formed business organization, estimate of their value and how the valuation was done; f) The ratio applicable to the exchange of shares to be allotted owing to the merger or division and the determination of the amount of payment in cash, if any; the date from which the holding of such shares entitles the holder to participate in profits and any special conditions affecting that entitlement. g) The amount of money to be paid to members that leave owing to their opposition to the merger or division; h) The date from which the transactions of the business organization being acquired or divided shall be treated as being those of the acquiring or newly formed business organization; i) The names of partners with unlimited liability, if any; j) The rights and benefit to be accorded to preferred shareholders; k) The duties and liabilities that the merger or division causes and its impact on creditors; l) Comprehensive information regarding any payments or benefits paid or given or intended to be paid or given to independent experts or auditors for the evaluation of the merger or division plan and m) A draft memorandum of association and other pertinent information if a new business organization is to be formed as a result of the merger or division.