(1) The representative bodies of the companies involved draw up a merger report. This is to explain and justify in legal and economic terms, for the holders of shares in the company involved in the merger and for its employees, the cross-border merger and the implications of the cross-border merger for the employees.
(2) A general section explains and justifies, at a minimum, the implications of the cross-border merger for the future business of the company and its subsidiaries, if any, are explained and justified. In addition, the report includes a section geared specifically to the holders of shares in accordance with subsection (4) and a section geared specifically to the employees in accordance with subsection (5).
(3) The company may decide whether to draw up separate reports for holders of shares and for employees instead of one uniform report. The report for holders of shares consists of the general section and of the section geared specifically to the holders of shares. The report for employees consists of the general section and of the section geared specifically to the employees.
(4) In the section geared specifically to the holders of shares, at a minimum the following is explained and justified above and beyond the contents set out in section 8 (1):
1. the effects of the cross-border merger on the holders of shares as well as
2. the rights and remedies available to holders of shares in accordance with section 305 (2) read in conjunction with section 15 and, as the case may be, read in conjunction with section 72a, as well as according to section 313 of the present Act and section 1 no. 4 of the Act on Valuation Proceedings under Corporate Law.
(5) In the section geared specifically to the employees, at a minimum the following is explained and justified:
1. the effects of the cross-border merger on the employment relationships as well as, if applicable, the measures serving to safeguard said employment relationships,
2. significant modifications of the applicable employment terms or significant changes to the sites at which the branches of the company are located, as well as
3. the implications of the factors set out under nos. 1 and 2 for the subsidiaries, if any, of the company involved in the cross-border merger.
(6) In the cases governed by section 8 (3), the report for the holders of shares is not required. Furthermore, the report for the holders of shares in the company being acquired is not required in the cases governed by section 307 (3) no. 2 letters (b) and (c). The report for the employees is not required if the company involved in the merger and its subsidiaries, if any, have no other employees than those who are members of the representative body. No merger report will be required overall if the pre-requisites set out in sentences 1 or 2 and those of sentence 3 have been met.