S.L. 386.12 Art. 18Consequences of the cross-border merger.

(1) From the date on which the cross-border merger takes effect, a cross-border merger carried out pursuant to regulation

3(4)(a) and (c) shall have the following consequences:

(a) all the assets, rights, liabilities and obligations of the company being acquired shall be transferred to the acquiring company;

(b) the members of the company being acquired shall become members of the acquiring company;

(c) the company being acquired shall cease to exist.

(2) From the date on which the cross-border merger takes effect, a cross-border merger carried out pursuant to regulation 3(4)(b) shall have the following consequences:

(a) all the assets, rights, liabilities and obligations of the merging companies shall be transferred to the new company;

(b) the members of the merging companies shall become members of the new company;

(c) the merging companies shall cease to exist.

(3) Where the laws in force in Malta or in another Member State require the completion of special formalities for the transfer of certain assets, rights and obligations by the merging company or companies to become effective against third parties, those formalities shall be carried out by the company resulting from the cross-border merger.

(4) The rights and obligations of the merging companies arising from contracts of employment or from employment relationships and existing at the date on which the cross-border merger takes effect shall, by reason of that cross-border merger taking effect, be transferred to the company resulting from the cross-border merger on the date on which the cross-border merger takes effect.

(5) No shares in the acquiring company shall be exchanged for shares in the company being acquired held either:

(a) by the acquiring company itself or through a person acting in his or her own name but on its behalf;

(b) by the company being acquired itself or through a person acting in his or her own name but on its behalf.