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816. Expert's report (merger)

Past version: effective from 14/06/2015 - 13/06/2015
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(1) Where the holders of shares in the merging companies are offered consideration that includes a non-cash asset, an expert's report must be drawn up on behalf of each of the merging companies.
(2) The report required is a written report on the draft terms to the members of the merging company.
(3) The Court may on the joint application of all the merging companies approve the appointment of a joint expert to draw up a single report on behalf of all those merging companies.

If no such appointment is made, there must be a separate expert's report to the members of each merging company drawn up by a separate expert appointed on behalf of that merging company.
(4) The expert must be a person who—
(a) is eligible for appointment as an auditor, and
(b) meets the independence requirement in section 850.
(5) The expert's report must—
(a) indicate the method or methods used to value the non-cash asset or securities exchange ratio offered,
(b) give an opinion as to whether the method or methods used are reasonable in all the circumstances of the case, indicate the values arrived at using each such method and (if there is more than one method) give an opinion on the relative importance attributed to such methods in arriving at the value decided on,
(c) describe any special valuation difficulties that have arisen,
(d) state whether in the expert's opinion the valuation of the non-cash asset or, as the case may be, securities exchange ratio, is reasonable, and
(e) in the case of an expert valuation made by a person other than himself (see section 849), state that it appeared to him reasonable to arrange for it to be so made or to accept a valuation so made.
(6) The expert (or each of them) has—
(a) the right of access to all such documents of all the merging companies, and
(b) the right to require from the merging companies' officers all such information,
as he thinks necessary for the purposes of making his report.
(7) The requirement in this section is subject to section 824 (circumstances in which certain particulars and reports not required), section 825 (other circumstances in which reports and inspection not required) and section 829 (agreement to dispense with expert's report)