S.L. 386.28 Art. 28Exemption from drawing up independent expert’s report.

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 experts referred to in regulation 9 shall not be required as long as the dissenting minority shareholders of the 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. The Court shall decide the application on its merits within not more than thirty (30) days from the date of service of the application on the Maltese merging company and the Registrar and regulation 16 shall apply to any appeal relating to the application referred to in this regulation. COMPANIES