Acquisition of AS (stock company), Stage 2
7. Reorganisation agreement
All companies involved in the reorganisation process shall enter into a reorganisation contract. The contract shall be entered into in writing
The document shall specify:
- Firms, registered offices and registration numbers of all companies involved in the reorganisation;
- The exchange rate of shares (shares) of companies and the amount of the premium (if any);
- The division of capital shares (shares) between the shareholders of the acquiring company;
- The terms of transfer of capital shares (shares) of the acquiring company to the shareholders of the merging company;
- The amount of remuneration for participants (shareholders) who vote against the reorganisation at the meeting and ask the company to repurchase their shares (shares) in the receiving company;
- The time from which transferred capital shares (shares) are entitled to receive dividends or a share of profits in the acquiring company and the terms affecting that time (if any);
- The rights conferred by the acquiring company to the holders of the capital shares (shares) of each category of capital to be added and the obligacionāriem holding the convertible bonds;
- The rights conferred on the members of the supervisory bodies and executive bodies of the merging company by the receiving company;
- The date on which the transactions of the merging company in the accounts of the acquiring company will be treated as transactions of the acquiring company;
- The consequences of the reorganisation for the employees of the merging company;
- The activities to be carried out in the reorganisation process and the time limits for carrying out them;
- If the acquiring company is a partnership, the status of the shareholder, shareholder or member of the merging company in the acquiring company (complementary or complementary), as well as the amount of its capital stake.
If all the capital shares (shares) of the merging company are owned by the acquiring company, the reorganisation agreement or the draft contract does not need to specify the capital shares (shares) exchange rate and the amount of the premium; the division of capital shares (shares) between the members of the acquiring company (shareholders); the terms of transfer of the capital shares (shares) of the acquiring company to the shares (shares) members (shares) of the merging company (shares) (shareshareholders); the amount of remuneration of the members (shareholders) who vote against the reorganisation at the meeting; the time from which the transferred capital share (shares) gives the right to receive dividends or a share of profits in the acquiring company; the rights which the acquiring company grants to the holders of the capital shares (shares) of each category to be added and the obligacionāriem to which the convertible bonds belong.
It is also not necessary to specify the information in the reorganisation agreement or the draft contract if one participant (shareholder) owns, directly or indirectly, all the shares (shares) of the merging company and the acquiring company and, as a result of the reorganisation, the acquiring company does not release any new shares (shares).