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Merger of 91. (1) Any domestic corporation owning at least ninety
subsidiary percent of the outstanding shares of each class of another
corporations domestic corporation or corporations may merge such other
corporation or corporations into itself without the
authorization of the shareholders of any such corporation.
Its board shall approve a plan of merger, setting forth:
(i) The name of each subsidiary corporation to be
merged and the name of the surviving corporation,
and if the name of any of them has been changed,
the name under which it was formed;
(ii) The designation and number of outstanding
shares of each class of each subsidiary corporation
to be merged and the number of such shares of each
class owned by the surviving corporation;
(iii) The terms and conditions of the proposed
merger, including the manner and basis of
converting the shares of each subsidiary corporation
to be merged not owned by the surviving
corporation, into shares, bonds or other securities of
the surviving corporation, or the cash or other
consideration to be paid or delivered in exchange
for shares of each such subsidiary corporation or a
combination thereof; and
(iv) Such other provisions with respect to the
proposed merger as the board considers necessary
or desirable.
(2) A copy of such plan of merger or an outline of the
material features thereof shall be delivered, personally or
by mail, to all holders of shares of each subsidiary
corporation to be merged not owned by the surviving
corporation, unless the giving of such copy or outline has
been waived by such holders.
(3) The surviving corporation shall deliver duplicate
originals of the articles of merger to the Registrar of
Companies. The articles shall set forth;
(i) The plan of merger;
(ii) The date when the articles of incorporation of
each constituent corporation were filed with the
Registrar of Companies; and
(iii) If the surviving corporation does not own all
the shares of each subsidiary corporation to be
merged, either the date of the giving to holders of
shares of each such subsidiary corporation not
owned by the surviving corporation of a copy of the
plan of merger or an outline of the material features
thereof, or a statement that the giving of such copy
or outline has been waived, if such is the case.
The articles of merger shall be filed with the Registrar of
Companies in accordance with the provisions of section 4
of Part 1.