S.L. 386.12 Art. 19Simplified formalities.

(1) Where a cross-border merger by acquisition is carried out by a company which holds all the shares and other securities conferring the right to vote at general meetings of the company or companies being acquired, the provisions of regulation 6(b), (c) and (e), regulation 9 and regulation 18(1)(b) shall not apply. Regulation 10(1) shall not apply to the company or companies being acquired.

(2) Where a cross-border merger by acquisition is carried out by a company which holds 90% 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, and the acquiring company or the company being acquired is a Maltese merging company, the report by an independent expert or experts referred to in regulation 9 shall not be required 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 an agreed consideration corresponding to the fair value of their shares, or in the event of disagreement regarding the fair value of such consideration, as shall be determined by the Court.