Companies Act 2014 section 1133

Expert's report

Section 1133 requires that, except in the case of a merger by absorption, an independent expert must be appointed to examine the common draft terms of merger and report to the shareholders of the merging companies on whether the proposed share exchange ratio is fair and reasonable.

• An expert must be a statutory auditor with no disqualifying relationships with any of the merging companies, and the appointment must be approved by the court
• The expert's written report must detail the valuation methods used, the resulting values, the expert's opinion on the fairness of the proposed share exchange ratio, and any special valuation difficulties encountered
• Merging companies and their officers must provide the expert with all requested information and explanations; failure to do so, or providing false or misleading information, constitutes a category 2 offence
• The requirement for an expert's report can be waived if all voting shareholders (and, where applicable, all holders of securities whose consent is needed for votes to take effect) unanimously agree that the report is not necessary