- The draft terms of merger shall include the following:
- form, company name and registered office of each company involved in merger;
- form, company name and registered office of the new set-up company, where appropriate;
- conditions for allocation of shares/parts of share capital to the acquiring company or to the new set up company;
- change rate of shares/parts of share capital and the quantum of the eventual cash payments;
- date since when the allocated shares/parts of share capital give the right to their owners to participate in benefits and any special conditions affecting this right;
- rights granted by the company to those who own shares that give special rights and to those who own other securities besides shares;
- any special advantage granted to experts who evaluate the draft terms of merger and to the members of the administrative or control bodies of the companies involved in merger;
- information regarding the evaluation of the patrimony transferred to the acquiring company or to the new set up company;
- date since when the transactions of the acquired company are considered, in accounting terms, as belonging to the acquiring company or to the new set-up company;
- effects of the merger on the workplaces of the employees of the companies involved in merger;
- date of the financial standings of the companies involved in merger that were used for establishing the conditions of the merger;
- where appropriate, information regarding the methods of involvement of the employees in defining their rights to participate in the activity of the acquiring company or new set up company.
- In case the draft terms of merger shall be published in except in the Official Gazette of Romania, the excerpt shall include at least the following amendments:
- form, company name and registered office of each company involved in merger;
- trade register office where the documents were submitted;
- conditions for the creditors of the company to exercise the right of objection.
