§415-75 Merger of subsidiary corporation. (a) Any corporation owning at least ninety per cent of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation. Its board of directors shall, by resolution, approve a plan of merger setting forth:

(1) The name and jurisdiction of incorporation of the subsidiary corporation and the name and jurisdiction of incorporation of the corporation owning at least ninety per cent of its shares, which is hereinafter designated as the surviving corporation; and

(2) The manner and basis of converting the shares of the subsidiary corporation into shares, obligations, or other securities of the surviving corporation or of any other corporation or, in whole or in part, into cash or other property.

(b) A copy of the plan of merger shall be mailed to each shareholder of record of the subsidiary corporation, except the corporation owning at least ninety per cent of the outstanding shares.

(1) A statement that the plan of merger has been approved by the board of directors of the surviving corporation;

(2) The number of outstanding shares of each class of the subsidiary corporation and the number of shares of each class owned by the surviving corporation; and

(3) The date a copy of the plan of merger is mailed to shareholders of the subsidiary corporation entitled to receive the plan.

(d) On and after the thirtieth day after the mailing of a copy of the plan of merger to shareholders of the subsidiary corporation or upon the waiver thereof by the holders of all outstanding shares, the articles of merger shall be delivered to the director for filing. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §50; am L 1988, c 371, §6; am L 1999, c 249, §9]