(1) The directors of each of the merging companies must draw up and adopt a report.
(2) The report must consist of—
[(a) the required statement explaining the effect of the 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.
[(2A) In subsection (2) “the required statement explaining the effect of the compromise or arrangement” means—
(a) in a case where
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