(1) Section 623 shall not apply in a case where -
(a) as part of a merger a company (in this section referred to as "company A") ceases to be a member of a group of companies (in this section referred to as "the A group"), and
(b) it is shown that the merger was carried out for bona fide commercial reasons and that the avoidance of liability to tax was not the main or one of the main purposes of the merger.
(2) In this section, "merger" means an arrangement (including a series of arrangements) -
(a) whereby one or more companies (in this section referred to as "the acquiring company" or, as the case may be, "the acquiring companies") none of which is a member of the A group acquires or acquire, otherwise than with a view to their disposal, one or more interests in the whole or part of the business which, before the arrangement took effect, was carried on by company A,
(b) whereby one or more members of the A group acquires or acquire, otherwise than with a view to their disposal, one
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