the preparatory reports

The preparatory reports

The administrative bodies of all companies involved in the demerger draw up a report. That report shall contain at least the following elements:

  • the state of the assets and liabilities of the companies to be demerged;
  • the consequences;
  • any difficulties which have arisen;

As with the merger, the demerger clarifies that the reporting obligation does not apply to a contribution in kind if both the management report and the statutory auditor’s report have been prepared.

In each company, a written report on the demerger proposal is also drawn up, either by the statutory auditor or, when no statutory auditor has been appointed, by an auditor or external accountant appointed by the administrative body. The appointed expert must in particular state whether, in his opinion, the exchange ratio is reasonable or not and must also indicate the methods by which the proposed exchange ratio

has been determined, whether these methods are appropriate in the case in question and what valuation each method used produces. The report must also include an opinion as to the relative importance attributed to this method in determining the value taken into consideration and an indication of the particular difficulties of valuation. The expert may examine all documents and may ask for clarification at any time.

However, this obligation can be waived by all holders of voting securities of each company involved in the demerger.

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