Member States shall not impose the requirements set out in Articles 9, 10 and 11 in the case of a merger within the meaning of Article 27 if the following conditions are fulfilled:

1. (a)

   the minority shareholders of the company being acquired must be entitled to have their shares acquired by the acquiring company;

2. (b)

   if they exercise that right, they must be entitled to receive consideration corresponding to the value of their shares;

3. (c)

   in the event of disagreement regarding such consideration, it must be possible for the value of the consideration to be determined by a court or by an administrative authority designated by the Member State for that purpose.

A Member State need not apply the first paragraph if the laws of that Member State entitle the acquiring company, without a previous public takeover offer, to require all the holders of the remaining securities of the company or companies to be acquired to sell those securities to it prior to the merger at a fair price.