(1) The general meeting of a stock corporation may resolve to integrate the company into some other stock corporation having its seat within Germany also in those cases in which the shares of stock in the company making up, in the aggregate, 95 per cent of the capital stock, are held by the future principal company. Treasury shares of stock and shares of stock held by some other party for the account of the company are not to be included in determining the capital stock. Besides section 319 (1) sentence 2 and (2) to (7), subsections (2) to (4) apply to the integration.
(2) The notice as to the integration will have been duly and properly published as an item of business set out in the agenda only if:
1. it includes the business name and seat of the future principal company,
2. it is accompanied by a declaration by the future principal company in which this offers its own shares of stock to the exiting stockholders as settlement payment for the shares of stock they hold, and in which it furthermore offers, in the case governed by section 320b (1) sentence 3, to pay a cash settlement.
No. 2 of sentence 1 also applies to the notice published by the future principal company.
(3) The integration is to be audited by one or several expert auditors (integration auditor). The court will select and appoint them upon a corresponding petition having been filed by the management board of the future principal company. Section 293a (3) and sections 293c to 293e are to be applied accordingly.
(4) From the time onwards at which the general meeting is convened at which it is intended to adopt a resolution as to the consent to the integration, the documents designated in section 319 (3) sentence 1 as well as the report on the audit under subsection (3) each are to be kept available at the business premises of the company to be integrated and of the principal company for inspection by the stockholders. The integration report also is to explain and justify, in legal and economic terms, the nature and amount of the settlement payment pursuant to section 320b; any particular difficulties encountered in valuing the companies involved as well as the consequences for the ownership interest held by the stockholders are to be indicated. Section 319 (3) sentences 2 to 5 applies accordingly to the stockholders of both companies.
(5) to (7) (repealed)