(11)

Article 125 is amended as follows: in paragraph 1, the following subparagraph is added: ‘However, where the approval of the merger is not required by the general meeting of the acquiring company in accordance with Article 126(3), the report shall be made available at least one month before the date of the general meeting of the other merging company or companies.’; paragraph 3 is replaced by the following: ‘3. The report referred to in paragraph 1 shall in any case include the expert’s opinion as to whether the cash compensation and the share exchange ratio are adequate. When assessing the cash compensation, the expert shall consider any market price of the shares in the merging companies prior to the announcement of the merger proposal or the value of the companies excluding the effect of the proposed merger, as determined in accordance with generally accepted valuation methods. The report shall at least: (a) indicate the method or methods used to determine the cash compensation proposed; (b) indicate the method or methods used to arrive at the share exchange ratio proposed; (c) state whether the method or methods used are adequate for the assessment of the cash compensation and the share exchange ratio, indicate the value arrived at using such methods and give an opinion on the relative importance attributed to those methods in arriving at the value decided on, and in the event that different methods are used in the merging companies, state also whether the use of different methods was justified; and (d) describe any special valuation difficulties which have arisen. The expert shall be entitled to obtain from the merging companies all information necessary for the discharge of the duties of the expert.’; in paragraph 4, the following subparagraph is added: ‘Member States may exclude single-member companies from the application of this Article.’;

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Source: EUR-Lex (Cellar) · retrieved 2026-10-18 · Text as adopted (Official Journal); later amendments are not incorporated in this text.