Cap. 386 Art. 348Written report to shareholders to be drawn up by one or more experts.

(1) One or more experts acting on behalf of each of the amalgamating companies, but independent of them and approved by the Registrar, shall examine the draft terms of the merger and draw up a written report to the shareholders.

(2) The report shall specify whether the share exchange ratio is fair and reasonable and to this effect it shall -

(a) indicate the method or methods used to arrive at the share exchange ratio proposed; and

(b) state whether such method or methods are adequate in the case in question, indicating the values arrived at using each such method and giving an opinion on the relative importance attributed to such method or methods in arriving at the value decided on.

(3) The report shall describe any special valuation difficulties which have arisen.

(4) Each expert shall be entitled to obtain from the amalgamating companies all relevant information and documents and to carry out all necessary investigations.

(5) One or more independent experts may be appointed to draw up a joint report for all the amalgamating companies by the Registrar at the joint request of the companies involved.

(6) The provisions of this article shall not apply if all the shareholders of all the companies involved in the amalgamation have so agreed.