(1) A parent company that is an international business company may merge with one or more subsidiary companies that is an international business company or company incorporated under the Companies Act without the authorisation of the members of any company, in accordance with subsections (2) to (6), if the surviving company is an international business company.
(2) The directors of the parent company merging under subsection (1) shall approve a written plan of merger containing—
(a) the name of each constituent company and the name of the surviving company;
(b) in respect of each constituent company—
(i) the designation and number of outstanding shares of each class and series of shares, and
(ii) the number of shares of each class and series of shares in each subsidiary company owned by the parent company; and
(c) the terms and conditions of the proposed merger, including the manner and basis of converting shares in each company to be merged into shares, debt obligations or other securities in the surviving company, or money or other property, or a combination thereof.
(3) Some or all shares of the same class or series of shares in each company to be merged under subsection (1) may be converted into property of a particular or mixed kind and other shares of the class or series, or all shares of other classes or series of shares, may be converted into other property; but, if the parent company is not the surviving company, shares of each class and series of shares in the parent company may only be converted into similar shares of the surviving company.
(4) A copy of the plan of merger or an outline thereof must be given to every member of each subsidiary company to be merged, under subsection (1) unless the giving of that copy or outline has been waived by that member.
(5) Where a merger is done under subsection (1) articles of merger shall be executed by the parent company and shall contain—
(a) the plan of merger;
(b) the date on which the memorandum and articles of each constituent company were registered by the Registrar; and
(c) if the parent company does not own all shares in each subsidiary company to be merged, the date on which a copy of the plan of merger or an outline thereof was made available to the members of each subsidiary company.
(6) The articles of merger referred to in subsection (5) shall be submitted to the Registrar who must retain and register them in the Register.
(7) Upon the registration of the articles of merger, the Registrar shall issue a certificate under his or her hand and seal certifying that the articles of merger have been registered.
(8) A certificate of merger issued by the Registrar is prima facie evidence of compliance with all the requirements of this Act in respect of the merger.