(1) Two or more international business companies may merge or consolidate in accordance with subsections (3) to (5).
(2) One or more international business companies may merge or consolidate with one or more companies incorporated under the Companies Act in accordance with subsections (3) to (5) to form a surviving company or a consolidated company which is an international business company.
(3) The directors of each constituent company that proposes to participate in a merger or consolidation must approve a written plan of merger or consolidation containing, as the case requires—
(a) the name of each constituent company and the name of the surviving company or the consolidated company;
(b) with respect to each constituent company—
(i) the designation and number of outstanding shares of each class and series of shares, specifying each such class and series entitled to vote on the merger or consolidation, and
(ii) a specification of each such class and series, if any, entitled to vote as a class or series;
(c) the terms and conditions of the proposed merger or consolidation, including the manner and basis of converting shares in each constituent company into shares, debt obligations or other securities in the surviving company or consolidated company, or money or other property, or a combination thereof;
(d) in respect of a merger, a statement of any amendment to the memorandum or articles of the surviving company to be brought about by the merger; and
(e) in respect of a consolidation, everything required to be included in the memorandum and articles for an international business company, except statements as to facts not available at the time the plan of consolidation is approved by the directors.
(4) Some or all shares of the same class or series of shares in each constituent company may be converted into a particular or mixed kind of property and other shares of the class or series, or all shares of other classes or series of shares, may be converted into other property.
(5) The following apply in respect of a merger or consolidation under this section—
(a) the plan of merger or consolidation must be authorised by a resolution of members, and the outstanding shares of a class or series of shares are entitled to vote on the merger or consolidation as a class or series, if the memorandum or articles so provide or if the plan of merger or consolidation contains any provision that, if contained in a proposed amendment to the memorandum or articles, would entitle the class or series to vote on the proposed amendment as a class or series;
(b) if a meeting of members is to be held, notice of the meeting, accompanied by a copy of the plan of merger or consolidation, must be given to each member, whether or not entitled to vote on the merger or consolidation;
(c) if it is proposed to obtain the written consent of members, a copy of the plan of merger or consolidation must be given to each member, whether or not entitled to consent to the plan of merger or consolidation;
(d) after approval of the plan or merger or consolidation by the directors and members of each constituent company, articles of merger or consolidation must be executed by each consolidated company and must contain—
(i) the plan of merger or consolidation and, in the case of a consolidation, any statement required to be included in the memorandum and articles for an international business company,
(ii) the date on which the memorandum and articles of each constituent company were registered by the Registrar,
(iii) the manner in which the merger or consolidation was authorised with respect to each constituent company;
(e) the articles of merger or consolidation must be submitted to the Registrar who must retain and register them in the Register; and
(f) upon the registration of the articles of merger or consolidation, the Registrar shall issue a certificate under his or her hand and seal certifying that the articles of merger or consolidation have been registered.
(6) A certificate of merger or consolidation issued by the Registrar is prima facie evidence of compliance with all requirements of this Act in respect of the merger or consolidation.