(1) Where a legal entity merges by way of absorption by a legal entity having a different legal form, or where a stock corporation listed on the stock exchange merges onto an unlisted stock corporation, the legal entity being acquired is to offer, in the merger agreement or in the draft of same, to each of the holders of shares who records an objection against the merger resolution adopted by the legal entity being acquired, to acquire that owner’s shares or memberships in return for an adequate cash settlement; section 71 (4) sentence 2 of the Stock Corporation Act and section 33 (2) sentence 3 second half-sentence, first alternative of the Act on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG) are not to be applied in this regard. The same applies if, in the case of a merger of legal entities having the same legal form, restrictions govern the disposition over the shares in the acquiring legal entity or memberships in same. Where the acquiring legal entity is unable, due to its legal form, to acquire its own shares or memberships in itself, the cash settlement is to be offered for the case that the holder of shares declares withdrawal from the legal entity. Any required notice by publication of the merger agreement or its draft, as the subject matter of the resolution to be adopted, must set out the wording of this offer. The acquiring legal entity is to bear the costs of a transfer.
(2) It is equivalent to the objection recorded in the sense of subsection (1) if a holder of shares who has not appeared at the assembly of the holders of shares was not admitted to said assembly, without this refusal to admit them being justified, or if the assembly has not been properly convened, or if no proper notice has been published of the subject matter of the resolution to be adopted.