(1) The representative body of a company involved draws up, together with the representative bodies of the other companies involved, common draft terms of merger.
(2) The draft terms of merger, or their initial outline, at a minimum must provide the following information:
1. the legal form, business name and seat, respectively, of the company being acquired and of the acquiring company or new company,
2. the share exchange ratio in the company and, if applicable, the amount of the additional cash payments,
3. the details regarding the allotment of the shares in the acquiring company or new company,
4. the likely implications of the merger for employment,
5. the point in time from which the shares in the company will entitle their owners to participate in the profits, as well as any special conditions affecting that entitlement,
6. the point in time from which the actions taken by the companies being acquired will be deemed, for accounting purposes, as having been taken for the account of the acquiring company or new company (merger cut-off date),
7. the rights conferred by the acquiring company or new company on the shareholders enjoying special privileges and on holders of securities other than shares in the company, or the measures proposed concerning such persons,
8. any special advantages granted to the members of the administrative, management, supervisory, or controlling bodies of the companies involved in the merger,
9. if relevant, the act by which the company resulting from the cross-border merger was formed and, if they are the subject of a separate act, the by-laws,
10. as the case may be, information on the procedure by which arrangements are determined for the involvement of employees in the definition of their co-determination rights in the company resulting from the cross-border merger,
11. information on the valuation of the assets and liabilities that are to be transferred to the acquiring company or new company,
12. the cut-off date of those balance sheets of the companies involved in the cross-border merger, based on which the terms of the cross-border merger are determined,
13. the details of the offer of cash settlement in accordance with section 313,
14. information on security offered to the creditors,
15. in the event of a company being merged onto a commercial partnership in accordance with section 306 (1) no. 2:
a) for each holder of shares in a legal entity being acquired, the determination as to whether the position of general partner or limited partner is to be granted to said owner in the acquiring commercial partnership or in the new commercial partnership;
b) the amount specified as the capital contribution to be made by each shareholder,
16. information on the effects of the cross-border merger on company pensions and accrued company pension rights.
(3) The information on the exchange of shares (subsection (2) nos. 2, 3 and 5) and the details of the offer of cash settlement (subsection (2) no. 13) need not be provided if
1. all shares in the company being acquired are held by the acquiring company or
2. no shares are allotted to the holders of shares in the company being acquired and if one and the same person
a) holds all shares in the company being acquired and in the acquiring company,
b) holds all shares in such companies that jointly hold all shares in the company being acquired or in the acquiring company, or
c) holds all shares in such companies in which the ownership of shares is continued up to the company being acquired or the acquiring company.
(4) The draft terms of merger must be recorded by a notary.