Sub-section 2: Mergers involving joint stock companies or limited liability companies

I.-Unless the shareholders of the companies involved in the merger decide otherwise under the conditions set out in II of this article, one or more merger commissioners, appointed by court decision and subject to the incompatibilities with regard to the participating companies set out in Article L. 822-11-3, draw up, under their responsibility, a written report on the terms of the merger.

The merger auditors shall verify that the relative values assigned to the shares of the companies participating in the transaction are relevant and that the exchange ratio is fair. To this end, they may obtain all relevant documents from each company and carry out all necessary verifications.

The report(s) of the merger auditors shall be made available to the shareholders. They shall indicate:

1° The method or methods used to determine the proposed exchange ratio;

2° The appropriateness of this or these method or methods and the values arrived at by each of these methods, an opinion being given on the relative importance given to these methods in the determination of the value adopted;

3° Any particular valuation difficulties that may exist.

II.The decision not to appoint a merger auditor is taken unanimously by the shareholders of all the companies participating in the transaction. To this end, the shareholders shall be consulted before the period required for the submission of the report begins to run, prior to the general meeting called to vote on the draft terms of merger or, as the case may be, the decision of the board of directors or the management board, as the case may be, of the acquiring company.

III.- Where the merger involves contributions in kind, the merger auditor shall be appointed by the board of directors or the management board of the acquiring company.Where the merger involves contributions in kind or special benefits, the merger auditor or, if one has not been appointed under II, a contributions auditor appointed under the conditions provided for in Article L. 225-8 draws up the report provided for in Article L. 225-147.

IV.-Where approval of the merger by the Extraordinary General Meeting of the acquiring company is not required in accordance with II of Article L. 236-9, the report referred to in I of this article shall be provided at least one month before the date of the General Meeting of the other merging company or companies.