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Section 938 of The Companies Act No. 17 of 2015: Merging companies to arrange for preparation of experts’ reports

    

(1) The directors of the merging companies may jointly appoint an expert on behalf of those companies to prepare a written report on the draft terms for presentation to the members of each of those companies.
(2) If the merging companies cannot agree on the appointment of an expert to prepare such a report, the Court, on the joint application of those companies, may appoint an expert on their behalf to prepare a single written report on the draft terms for presentation to the members of each of those companies.
(3) If an appointment under subsection (1) or (2) is not made within a reasonable period, each of the merging companies shall appoint a separate expert to prepare a written report on the draft terms for presentation to the company's members.
(4) A person is eligible for appointment as expert for the purposes of this section only if the person—
(a) is eligible for appointment as a statutory auditor as provided by section 774; and
(b) satisfies the independence requirement in section 965.
(5) In preparing the report, the expert shall—
(a) indicate the method or methods used to arrive at the share exchange ratio;
(b) give an opinion as to whether the method or methods used are reasonable in all the circumstances of the case;
(c) indicate the values arrived at using each of such method and, if there are two or more methods, give an opinion on the relative importance attributed to those methods in arriving at the value decided on;
(d) indicate any special valuation difficulties that have arisen;
(e) state whether in the expert's opinion the share exchange ratio is reasonable; and
(f) in the case of a valuation made by another person (see section 965) – state that it appeared to the expert reasonable to arrange for it to be so made or to accept a valuation so made.
(6) The expert or, if there is more than one, each of them, is entitled—
(a) to have access to all such documents of each of the merging companies; and
(b) to obtain from each of the companies' officers all such information, as the expert considers necessary for the preparation of the report.
(7) This section is subject to section 944.

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Disclaimer: This document is not to be taken as legal advise.

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