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🔗 Back to Summary. 🇫🇷 French Version: 2009L0065_FR.40. Open the PDF. Direct link to EUR-LEX.
Article 39 – 1. ⬅️ | ➡️ Article 41 – Member States shall require that the depositaries of the merging and of the receiving UCITS verify the conformity of the particulars set out in points (a), (f) and (g) of Article 40(1) with the requirements of this Directive and the fund rules or instruments of incorporation of their respective UCITS.
Article 40 - 1.
Member States shall require that the merging and the receiving UCITS draw up common draft terms of merger.
The common draft terms of merger shall set out the following particulars:
(a)
an identification of the type of merger and of the UCITS involved;
(b)
the background to and rationale for the proposed merger;
(c)
the expected impact of the proposed merger on the unit-holders of both the merging and the receiving UCITS;
(d)
the criteria adopted for valuation of the assets and, where applicable, the liabilities on the date for calculating the exchange ratio as referred to in Article 47(1);
(e)
the calculation method of the exchange ratio;
(f)
the planned effective date of the merger;
(g)
the rules applicable, respectively, to the transfer of assets and the exchange of units; and
(h)
in the case of a merger pursuant to point (p)(ii) of Article 2(1) and, where applicable, point (p)(iii) of Article 2(1), the fund rules or instruments of incorporation of the newly constituted receiving UCITS.
The competent authorities shall not require that any additional information is included in the common draft terms of mergers.
2.
The merging UCITS and the receiving UCITS may decide to include further items in the common draft terms of merger.