(1) The directors of each of the merging companies must draw up and adopt a report.
(2) The report must consist of—
(a) the statement required by section 897 (statement explaining effect of compromise or arrangement), and
(b) insofar as that statement does not deal with the following matters, a further statement—
(i) setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio, and
(ii) specifying any special valuation difficulties.
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