(1) A parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself, or may merge itself into the subsidiary, without approval of the shareholders of the parent or subsidiary.
(2) If the parent will be the surviving corporation:
(a) The board of directors of the parent shall adopt a plan of merger that sets forth:
(A) The names of the parent and subsidiary; and
(B) The manner and basis of converting the shares of the subsidiary into shares, obligations or other securities of the parent or any other corporation or into cash or other property in whole or part, or of canceling any part of the shares;
(b) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing;
(c) The parent may not deliver the articles of merger to the office for filing until at least 30 days after the date the parent mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement; and
(d) Articles of merger under this subsection may not contain amendments to the articles of incorporation of the parent corporation, except for amendments listed in ORS 60.434.
(3) If the parent will not be the surviving corporation:
(a) The board of directors of the parent shall adopt a plan of merger that sets forth:
(A) The names of the parent and subsidiary;
(B) The manner and basis of converting the shares of the parent into shares of the surviving corporation, which shall ensure that each shareholder of the parent immediately before the merger takes effect will immediately thereafter:
(i) Hold the same percentage of the total of each class of shares of the surviving corporation owned by former shareholders of the parent as the shareholder held in each class of shares of the parent; and
(ii) Hold shares of the surviving corporation having the same rights, preferences, privileges and restrictions as the shares of the parent held by such shareholder immediately before the merger takes effect;
(C) Amendments to the articles of incorporation of the surviving corporation so that the articles are identical to the articles of incorporation of the parent in effect immediately before the merger takes effect, except for amendments to the articles of incorporation of the parent listed in ORS 60.434; and
(D) Provisions relating to the outstanding shares of the subsidiary including cancellation of the shares held by the parent. If under the plan of merger the shareholders of the subsidiary other than the parent will not be shareholders of the surviving corporation, the plan shall also set forth the manner and basis of converting the shares of the subsidiary held by such shareholders into obligations or other securities of the surviving corporation or shares, obligations or other securities of any other corporation or into cash or other property in whole or in part;
(b) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing;
(c) The parent may not deliver the articles of merger to the office for filing until at least 30 days after the date the parent mailed a copy or summary of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement; and
(d) The surviving corporation shall be a domestic corporation. [1987 c.52 §118; 1993 c.403 §8; 1997 c.392 §1]
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