(1) The company changing its legal form is to offer, in the draft terms of the change of legal form or their initial outline, to each of the holders of shares who records an objection against the consenting resolution adopted by the holders of shares, to acquire that owner’s shares or memberships in return for adequate cash settlement; 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 in this regard. The offer of compensation is subject to the condition precedent of the cross-border change of legal form taking effect. The draft terms of the change of legal form, or their initial outline, are to provide a mailing address and an electronic address to which the notification under subsection (2) sentence 1 and the declaration of acceptance under subsection (3) sentence 1 can be transmitted. Section 207 subsection (1) sentences 2 and 3, subsection (2) as well as section 208 read in conjunction with section 30 (1) and sections 210 to 212 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 the change of legal form.
(3) The offer of compensation may be accepted by no later than two months following the day on which the assembly of the holders of shares in the company changing its legal form has adopted a resolution consenting to the draft terms of the change of legal form. 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 a notification no longer will be required. Section 15 (4) of the Act on Limited Liability Companies remains unaffected.
(4) Owners of shares who have accepted the offer of compensation in accordance with the stipulations of subsection (3) will not become owners, in derogation from section 202 (1) no. 2, of shares in the company in its new legal form upon the change of legal form taking effect.
(5) The company in its new legal form is to pay out the cash settlement to the holders of shares who have accepted the offer in accordance with the stipulations of subsection (3) no later than two weeks after the change of legal form having taken effect. Section 341 is to be applied accordingly to the claim to a cash settlement of these holders of shares.
(6) It is to be reviewed in all cases whether the cash settlement to be offered under subsection (1) is adequate. Section 12 (2) and section 338 are to be applied accordingly