Hartcourt Companies (fka HRCT)

[Franz Beckenbauer II]

"...and which may involve some confidetial third party information"

Maybe a Tripartite Merger ?

A tripartite merger is a new form of merger introduced by the new Companies Act. The essence of a tripartite merger is the input from a third party which is neither the merging company nor the receiving company, but rather only pays the merger consideration. The third-party company could be, for example, the ultimate parent company of the receiving company. The attractiveness of the tripartite merger increases when considering the possibilities of a listed third-party company issuing its own easily marketable shares as merger consideration to the shareholders of the merging companies. This would also enable the parent company to have full ownership of the receiving company even after the merger.
The identity of the third party paying the merger consideration is not regulated. Therefore, the third party can be a private person or a Finnish or foreign partnership. There are also no statutory limitations on the varieties of merger consideration payable and it can thus comprise third-party shares, cash and debentures, among others, but also the receiving company's shares. The tripartite merger can also be utilized on a cross-border basis and the choice of law between the Companies Act and foreign legislation is to be based on the nationality of the merging and receiving companies. If both are Finnish, the Companies Act applies, even if the third party paying the merger consideration is not a Finnish company. On the other hand, a merger in which a Finnish parent company pays consideration for the merger of two non-Finnish companies does not fall under Finnish legislation.

Franz