“1. “Fairness Opinion” of independent merchant banker:This adds to the existing requirements developed through case law regarding valuation aspects of merger transactions. We have discussed the implications of a fairness opinion in an earlier post.
In order to safeguard the interest of shareholders, the listed company as well as the unlisted company which are getting merged shall each be required to appoint an independent merchant banker for giving a fairness opinion on the valuation done by valuers. Further, the “Fairness opinion” of the merchant bankers shall be made available to the shareholders at the time of approving the resolution under Clause 24.”
On a separate note, the listing agreement also carries certain amendments pertaining to reporting of financial information by listed companies.