(1) If the acquiring company or new company is not governed by German law, then the company being acquired is to offer, in the draft terms of merger or their initial outline, to each holder of shares who records an objection against the merger resolution adopted by the company, to acquire that owner’s shares in return for adequate cash settlement; inasmuch, section 71 (4) sentence 2 of the Stock Corporation Act and the order as to a legal obligation in respect of a prohibited acquisition being null and void according to section 33 (2) sentence 3 of the Act on Limited Liability Companies are not to be applied.
The offer of compensation is subject to the condition precedent of the cross-border merger taking effect. The draft terms of merger, or their initial outline, are to provide a mailing address and an electronic address to which the notification under subsection (2) and the declaration of acceptance under subsection (3) sentence 1 can be transmitted. Section 29 subsection (1) sentences 4 and 5 as well as subsection (2), section 30 (1) and sections 32 to 34 apply accordingly.
(2) A holder of shares who intends to accept the offer of compensation under subsection (1) sentence 1 is to notify the company of this intention no later than one month following the day on which the assembly of the holders of shares in the company being acquired has adopted a resolution consenting to the draft terms of merger.
(3) The offer may be accepted by no later than two months following the day on which the assembly of the holders of shares in the company being acquired has adopted a resolution consenting to the draft terms of merger. The acceptance is ruled out if the notification under subsection (2) has not been effected in due time. If the acceptance is effected prior to the time limit for the notification defined in subsection (2) having lapsed, then no notification will be required. Section 15 (4) of the Act on Limited Liability Companies remains unaffected.
(4) Owners of shares who have accepted the offer under the terms of subsection (3) will not become owners, in derogation from section 20 (1) no. 3 sentence 1, of shares in the acquiring company or new company upon the merger taking effect.
(5) The acquiring company or new company is to pay out the cash settlement to the holders of shares who have accepted the offer under the terms of subsection (3) no later than two weeks after the merger having taken effect. Section 314 is to be applied accordingly to the claim to cash settlement to which these holders of shares are entitled.
(6) It is to be reviewed in all cases whether the cash settlement to be offered under subsection (1) is adequate. Section 311 is to be applied accordingly.