7.4.6.2 Draft terras of the cross-border merger and report

The merger procedure starts with the drawing up of the draft terras of the cross-border merger by the joint management boards of the disappearing BV and the acquiring Ltd. These draft terras of the cross-border merger must contain certain information such as information on the legal forms and the names of the merging entities, the future composition of the management board of the acquiring Ltd, effective date as of which financial information of the disappearing BV shall be included in the annual accounts of the acquiring Ltd, and the exchange ratio with respect to the shares in the disappearing BV. Art. 2:312 paragraph 2, 2:326 and 2:333d DCC in conjunction, prescribe the minimum requirements for the draft terras of the cross-border merger.

It is worth mentioning that, according to Art. 2:333d in f DCC, the draft terras of the cross-border merger must also contain a proposal with respect to the amount of indemnification of the appraisal right. As this merely considers a proposal, there is a probability that any possible indemnification paid at a later stage of the merger process will differ from the indemnification mentioned in the proposal.1

The draft terras of the cross-border merger must be signed by all of the managing directors and (if available) by all supervisory directors of the merging companies.2

In addition, the management boards of the disappearing BV and the acquiring Ltd must prepare a cross-border merger report explaining the reasons for the merger and containing a description of the expected consequences for the business activities and comments from a legal, economie and social perspective.

Art. 2:313 paragraph 2 DCC prescribes the minimum requirements for the cross-border merger report. Art. 2:327 DCC includes additional requirements.