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§ 418. Audit
Upon merger of a public limited company, an auditor shall audit the merger agreement.
§ 419. Preparation of general meeting
- (1)
-
At least one month before the general meeting to decide on merger, the management board shall present the following to the shareholders for examination at the seat of the public limited company:
- 1)
- the merger agreement;
- 2)
- the three preceding annual reports and activity reports of the merging companies;
- 3)
- the merger report;
- 4)
- the auditors report.
- (2)
- Copies of the documents specified in subsection (1) of this section shall be promptly given to a shareholder on the demand of the shareholder.
- (3)
- If the last annual report of a merging public limited company is prepared earlier than six months before conclusion of the merger agreement, a balance sheet (interim balance sheet) as at the last quarter shall be prepared pursuant to the requirements for an annual report and shall be presented to the shareholders for examination.
§ 420. Organisation of general meeting
- (1)
- At the general meeting, the management board shall explain the legal and economic consequences of the merger, including the exchange of shares.
- (2)
- At the general meeting, the supervisory board shall present its opinion concerning the merger.
- (3)
- At the general meeting, information concerning circumstances related to other merging companies shall also be given to a shareholder on the demand of the shareholder.
§ 421. Merger resolution
- (1)
- A merger resolution shall be adopted if at least two-thirds of the votes represented at the general meeting are in favour, and the articles of association do not prescribe a greater majority requirement.
- (2)
-
If a public limited company has several classes of shares, the merger resolution shall be adopted if, in addition to the provisions of subsection (1) of this section, at least two-thirds of the holders of each class of shares vote in favour of the resolution, and the articles of association do not prescribe a greater majority requirement. If a resolution is made pursuant to the procedure provided for in subsection 297 (2), at least two-thirds of the votes represented of each class of shares at the general meeting must vote in favour of the resolution unless the articles of association prescribe a greater majority requirement.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- If the acquiring company is not a public limited company, the holders of preferred shares and convertible bonds of the public limited company being acquired shall participate in the determination of representation and in voting on the same bases as the shareholders.
- (4)
-
If at least nine-tenths of the share capital of a private limited company or public limited company being acquired is held by the acquiring public limited company, approval of the merger agreement by a merger resolution of the acquiring public limited company shall not be required for merger. A merger resolution is necessary if it is demanded by shareholders whose shares represent at least one-twentieth of the share capital, and the articles of association do not prescribe a lower representation requirement. The own shares of the company being acquired shall not be taken into account in the determination of representation.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 422. Increase of share capital of acquiring public limited company
- (1)
- Upon an increase of share capital of an acquiring public limited company in connection with a merger, other shareholders shall not have the pre-emptive right to the acquisition of shares (§ 345).
- (2)
- In addition to the documents specified in subsection 343 (1) of this Code, notarised copies of the merger agreement and the merger resolutions of the merging companies shall be appended to the petition for entry of the increase of share capital in the register.
§ 423. Transfer of shares upon merger
An acquiring public limited company shall first transfer its own shares of the acquiring public limited company to the partners or shareholders of the company being acquired in the exchange of their shares.
§ 424. Valuation of assets to be transferred
If the acquiring company is a public limited company whose share capital is to be increased in connection with the merger or if a new public limited company is to be founded upon merger, the procedure prescribed for valuation of a non-monetary contribution of a public limited company (§ 249) shall be used to assess whether the assets of the companies being acquired are sufficient for the increase of share capital or for the share capital of the public limited company being founded. Documents certifying the valuation of the assets shall be submitted to the commercial register together with the merger petition.
§ 425. (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 426. Protection of holders of preferred shares or convertible bonds
- (1)
- The rights of holders of preferred shares or convertible bonds of a public limited company being acquired which they had in the public limited company being acquired shall be retained in the acquiring public limited company.
- (2)
- If the acquiring company is not a public limited company, the holders of preferred shares or convertible bonds shall acquire shares of the acquiring company on the same bases as the shareholders of the public limited company being acquired. Upon opposition to the merger agreement, they may claim compensation pursuant to § 404 of this Code.
§ 427. Merger whereby new public limited company founded
- (1)
- The provisions of §§ 243 and 256-271 of this Code shall not apply to a merger of companies whereby a new public limited company is founded.
- (2)
-
Upon a merger whereby a new public limited company is founded, the merger agreement shall, in addition to the provisions of subsections 392 (1) and 405 (4) of this Code, set out the amount of share capital and the members of the management board and supervisory board of the public limited company being founded.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
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