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Part 1 · General provisions  ›  Division 2 · Merger by absorption › Section 12

Audit report

(1) The merger auditors are to report in writing on the results of their audit. They may also submit a common audit report.

(2) The audit report is to be concluded by a declaration as to whether the proposed share exchange ratio and, if applicable, the amount of the additional cash payment or the membership in the acquiring legal entity is a fair equivalent. In this context, the following information is to be provided:

1.  the methods using which the proposed ratio that is to apply to the exchange has been determined;

2.  the reasons for which the application of these methods is appropriate;

3.  in the event of several methods having been used: the exchange ratio or the equivalent that would result in each instance of different methods being applied; concurrently, the report is to present how the various methods have been weighted in determining the proposed exchange ratio, or the equivalent, and the values on which they are based, as well as, should different methods have been applied in the legal entities involved in the merger, whether the application of different methods was justified;

4.  which particular difficulties were encountered in valuing the legal entities.

(3) Section 8 (2) and (3) is to be applied accordingly.

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