Part 27Mergers and divisions of public companies
Chapter 2Merger
Requirements applicable to merger
908Directors' explanatory report (merger)
1
The directors of each of the merging companies must draw up and adopt a report.
2
The report must consist of—
a
the statement required by section 897 (statement explaining effect of compromise or arrangement), and
b
insofar as that statement does not deal with the following matters, a further statement—
i
setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio, and
ii
specifying any special valuation difficulties.
3
The requirement in this section is subject to section 915 (circumstances in which reports not required).