S.L. 386.28 Art. 6Duty to draw up common draft terms of cross- border mergers. 

(1) The board of directors of the Maltese merging company shall draw up the common draft terms of a cross-border merger. The common draft terms of a cross-border merger shall include at least the following particulars:

(a) for each of the merging companies, its legal form and name, and the location of its registered office, and the legal form and name proposed for the company resulting from the cross-border merger and the proposed location of its registered office;

(b) the ratio applicable to the exchange of securities or shares representing the company capital and the amount of any cash payment, where appropriate;

(c) the terms for the allotment of securities or shares representing the capital of the company resulting from the cross-border merger;

(d) the likely repercussions of the cross-border merger on employment;

(e) the date from which the holding of such securities or shares representing the company capital shall entitle the holders to share in profits and any special conditions affecting that entitlement;

(f) the date from which the transactions of the merging companies shall be treated for accounting purposes as being those of the company resulting from the cross-border merger;

(g) the rights conferred by the company resulting from the cross-border merger on members enjoying special rights or on holders of securities other than shares representing the company capital, or the measures proposed concerning them;

(h) any special advantages granted to members of the administrative, management, supervisory or controlling bodies of the merging companies;

(i) the instrument of constitution of the company resulting from the cross-border merger, where applicable, and the statutes if they are contained in a separate instrument;

(j) where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the company resulting from the cross-border merger are determined; COMPANIES

(k) information on the evaluation of the assets and liabilities which are transferred to the company resulting from the cross-border merger;

(l) dates of the merging companies' accounts used to establish the conditions of the cross-border merger;

(m) details of the offer of cash compensation for members;

(n) any safeguards offered to creditors, such as guarantees or pledges; and

(o) the electronic address to be used by members for the purposes of exercising their right in accordance with regulation 12(2).

(2) Where any one (1) of the merging companies or the company resulting from the merger is not or shall not be formed, incorporated or registered in a Member State or EEA State, a reasoned opinion of one or more practising advocates confirming that the proposed cross-border merger is permitted by the laws of the relevant jurisdiction must be attached to the common draft terms of cross-border merger.

(3) The common draft terms of a cross-border merger shall be signed by one (1) director if the company has a sole director or by two

(2) directors if the company has two (2) or more directors. Furthermore, the common draft terms of cross-border merger may be signed in counterparts and such counterparts together shall constitute one (1) and the same document.