Cap. 386 Art. 359Acquisition of one company by another which holds 90% or more, but not all, of its voting shares.

(1) Where a merger by acquisition is carried out by a company which holds ninety per cent or more, but not all, of the shares and other securities conferring the right to vote at general meetings of the company or companies being acquired, the general meeting of the acquiring company need not approve the acquisition provided the following conditions are fulfilled:

(a) the draft terms of the acquisition as regards the acquiring company shall be delivered to the Registrar for registration and shall be published by him;

(b) the general meetings of the companies being acquired which are to decide on the draft terms of acquisition shall be held at least one month after, and not later than three months from the publication referred to in paragraph (a);

(c) within the period mentioned in the preceding paragraph, all shareholders of the acquiring company shall be entitled to inspect the documents referred to in article 358(3)(b) and the provisions of the said article 358(3)(b) shall apply;

(d) the provisions of the proviso to article 358(3) shall apply to the acquisition regulated by this article.

(2) All the other provisions of Chapter I of this Part relating to merger by acquisition shall apply: Provided that the provisions regarding the drawing up of a report on the draft terms of the merger by the directors and by the experts as specified in articles 346 and 348 respectively and the right of all shareholders to inspect and obtain copies of the documents specified in article 349 shall not apply, as long as the dissenting minority shareholders of the company or companies being acquired have the right to have their shares purchased by the acquiring company for a consideration corresponding to the fair value of their shares and in the event of disagreement regarding the fair value of such consideration, as shall be determined by the court.