Where, since the filing of the draft terms of merger with the clerk of the commercial court and until the completion of the transaction, the acquiring company permanently holds at least 90% of the shares or other securities conferring voting rights in the acquired companies, or the same company permanently holds at least 90% of the shares or other securities conferring voting rights in the acquiring company and the acquired companies, without holding all of them, and the provisions of Article L. 236-11 do not apply:
1° The merger need not be approved by the Extraordinary General Meeting of the acquiring company. However, one or more shareholders of the acquiring company representing at least 5% of the share capital may apply to the courts for the appointment of an agent for the purpose of convening the extraordinary general meeting of the acquiring company to vote on the approval of the merger;
2° The reports referred to in Articles L. 236-9 and L. 236-10 when the minority shareholders of the absorbed company have been offered, prior to the merger, the repurchase of their shares by the absorbing company at a price corresponding to the value of those shares, determined, as the case may be:
a) Under the conditions set out in Article 1843-4 of the French Civil Code, if the shares of the absorbed company are not admitted to trading on a regulated market;
b) As part of a public offer initiated under the conditions and in accordance with the procedures set out in the General Regulations of the Autorité des marchés financiers, if the shares of the absorbed company are admitted to trading on a regulated market ;
c) As part of an offer meeting the conditions in a or b, if the shares of the absorbed company are admitted to trading on a multilateral trading facility subject to the provisions of II of Article L. 433-3 of the Monetary and Financial Code.