Merger with subsidiary

(1) A parent company incorporated under this Act may merge with one or more subsidiary companies incorporated under this Act or under the Companies Act, without the authorization of the members of any company, in accordance with sub-sections (2) to (6), if the surviving company is a company incorporated under this Act and will satisfy the requirements prescribed for an International Business Company under section 5. (2) The directors of the parent company must approve a written plan of merger containing– (a) the name of each constituent company and the name of the surviving company; (b) in respect of each constituent company– (i) the designation and of outstanding shares of each class and series of shares; and 82 (ii) the number of shares of each class and series of shares in each subsidiary company owned by the parent company; and (c) the terms and conditions of the proposed merger, including the manner and basis of converting shares in each company to be merged into shares, debt obligations or other securities in the surviving company, or money or other property, or a combination thereof. (3) Some or all shares of the same class or series of shares in each company to be merged may be converted into property of a particular or mixed kind and other shares of the class or series, or all shares of other classes or series of shares, may be converted into other property; but, if the parent company is not the surviving company, shares of each class and series of shares in the parent company may only be converted into similar shares of the surviving company. (4) A copy of the plan of merger or an outline thereof must be given to every member of each subsidiary company to be merged unless the giving of that copy or outline has been waived by that member. (5) Articles of merger must be executed by the parent company and must contain– (a) the plan of merger; (b) the date on which the Memorandum and Articles of each constituent company were registered by the Registrar; and (c) if the parent company does not own all shares in each subsidiary company to be merged, the date on which a copy of the plan of merger or International Business Companies[CAP. 270 83 an outline thereof was made available to the members of each subsidiary company. (6) The articles of merger must be submitted to the Registrar who must retain and register them in the Register. (7) Upon the registration of the articles of merger, the Registrar shall issue a certificate under his hand and seal certifying that the articles of merger have been registered. (8) A certificate of merger issued by the Registrar is prima facie evidence of compliance with all requirements of this Act in respect of the merger.