Scenario

There are Five shareholders in company YZ. Shareholder A 50%; Shareholder B 20%, Shareholder C 15%, Shareholder D 10% and shareholder E 5%. Shareholder A is also the director of the company. Company WX wants to purchase all company YZ shares. Company WX is greater than the current value estimated by Independent valuation carried out by both the companies. The director of company YZ is too happy to accept the offer and shareholders C; D; and E are also happy to accept the offer. Whereas shareholder B is against the offer and has applied for an injunction from the High Court restraining the shareholders from taking any further steps to complete the sales of their to company WX. However, the sales finally do proceed and for the company YZ is now under company WX control, continues to prosper and expand.

Question

1. Does company WX purchase of company YZ shares is an amalgamation of the two companies or to a takeover of company YZ by Company WX.
2. Assume for this part of the Question that the share purchase amount to a a takeover. Breifly explain what the takecare code is designed to achieve and whether the code woulde apply to company WX. Inculde one abuse that could arise during a takeover bid.