Merger

A merger is a legal operation by which two or more companies combine into a single entity — either by absorption (one company absorbs the other, which ceases to exist) or by creation of a new entity. It involves the universal transfer of the absorbed company's assets and liabilities to the absorbing entity, with shareholders of the absorbed company receiving shares in the absorbing company at an exchange ratio determined by independent valuation. In France and Switzerland, mergers are subject to specific legal requirements (expert report on exchange ratio, creditor protection, employee information). In M&A, post-closing mergers are often used to simplify group legal structures.

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Example: 18 months after acquiring a Swiss industrial subsidiary, the buyer proceeds with an upstream merger absorbing the subsidiary into the parent. The exchange ratio is determined by an independent court-appointed expert based on the relative valuations of both entities. The simplified merger procedure (≥90% ownership) reduces formalities to board approval, commercial register filing and SOGC publication — completed in 6 weeks.

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Hectelion intervenes in merger transactions for exchange ratio determination and coordination with statutory auditors in France and Switzerland.