French Commercial code
In forceThe draft terms of merger are drawn up by the board of directors, the management board or the manager(s) of each of the companies participating in the proposed transaction.
It contains the following particulars:
1° The form, name and registered office of all the participating companies;
2° The reasons, aims and conditions of the merger;
3° The designation and valuation of the assets and liabilities that are to be transferred to the acquiring or new companies;
4° The arrangements for the transfer of the units or shares and the date from which these units or shares entitle their holders to the profits, as well as any specific terms relating to this entitlement;
5° The date from which the operations of the absorbed company will, from an accounting point of view, be considered to have been completed by the company or companies receiving the contributions;
6° The dates on which the accounts of the companies concerned used to establish the terms of the transaction were closed;
7° The share exchange ratio and, if applicable, the amount of the balancing payment;
8° The expected amount of the merger premium;
9° The rights granted to shareholders with special rights and to holders of securities other than shares and, if applicable, any special benefits.
For the transactions mentioned in Article L. 236-11, the draft terms of merger do not mention the arrangements for the transfer of the units or shares, the date from which such units or shares carry entitlement to the profits, any specific terms relating to such entitlement or any of the particulars provided for in 6° and 7° of this article.
