(a) A plan of exchange approved by a resolution of the board of each corporation shall be proposed setting out (1) the name of the corporation the shares of which are proposed to be acquired by exchange and the name of the acquiring corporation;
(2) the terms and conditions of the proposed exchange;
(3) the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring corporation or another corporation, or, in whole or in part, for cash or other property;
(4) other provisions of the proposed exchange considered necessary or desirable.
(b) The procedure authorized by this section does not limit the power of a corporation to acquire all or part of the shares of any class or classes of a corporation through voluntary exchange or otherwise by agreement with the shareholders.