Common draft terms of cross-border mergers

The management or administrative organ of each of the merging companies shall draw up the common draft terms of a cross-border merger. The common draft terms of a cross-border merger shall include at least the following particulars:
(a)
the form, name and registered office of the merging companies and those proposed for the company resulting from the cross-border merger;
(b)
the ratio applicable to the exchange of securities or shares representing the company capital and the amount of any cash payment;
(c)
the terms for the allotment of securities or shares representing the capital of the company resulting from the cross-border merger;
(d)
the likely repercussions of the cross-border merger on employment;
(e)
the date from which the holding of such securities or shares representing the company capital will entitle the holders to share in profits and any special conditions affecting that entitlement;
(f)
the date from which the transactions of the merging companies will be treated for accounting purposes as being those of the company resulting from the cross-border merger;
(g)
the rights conferred by the company resulting from the cross-border merger on members enjoying special rights or on holders of securities other than shares representing the company capital, or the measures proposed concerning them;
(h)
any special advantages granted to the experts who examine the draft terms of the cross-border merger or to members of the administrative, management, supervisory or controlling organs of the merging companies;
(i)
the statutes of the company resulting from the cross-border merger;
(j)
where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the company resulting from the cross-border merger are determined pursuant to Article 133;
(k)
information on the evaluation of the assets and liabilities which are transferred to the company resulting from the cross-border merger;
(l)
dates of the merging companies' accounts used to establish the conditions of the cross-border merger.