English
1/ The merger or division plan, report and other necessary
conditions for the merger or division shall be
examined by an independent and impartial expert.
2/ Each of the business organizations involved in the
merger or division shall appoint its own independent
and impartial expert for the examination.
Notwithstanding the foregoing a joint expert may be
appointed where all the business organizations
involved in the merger or division have agreed to that
effect. The independent and impartial expert shall be
appointed pursuant to the rules set out in this book for
the appointment of the auditor of a share company.
3/ The business organizations involved in the merger or
division shall provide to the experts all the documents
and other information necessary for the conduct of the
examination.
4/ The independent and impartial expert shall submit, in
writing, to the shareholders or partners of the business
organization that appointed him his own opinion
regarding the matters that follow:-
a) Whether, in the experts opinion, the number and
type of shares to be issued in exchange to the
members of the business organizations involved in
the merger or division is fair and reasonable;
b) The method used to arrive at the share exchange
ratio and type of shares proposed, and his opinion as
regards whether such method is appropriate in the
case in question, and describe any special valuation
difficulties which have arisen, if any;
c) Whether the payment proposed to be made to
shareholders or partners that may leave the business
organizations owing to their disapproval of the
merger or division is appropriate;
d) a declaration as to whether the creditors of each of
the business organizations involved in the merger or
division, whose claims antedate the publication in a
newspaper of the merger or division plan and have
not fallen due at the time of such publication, can be
considered to be sufficiently protected after the
merger or division;
e) a statement as to whether the financial situation of
the business organizations involved in the merger or
division poses a particular risk to the rights of the
creditors and proposed safeguards to be
implemented.
5/ The body that registers business organizations may
exempt business organizations from the duty to
conduct evaluation of merger or division, having
regard to their annual turnover or balance sheet, where
these are below a certain threshold.
