BANGLADESH Law and Practice Contributed by: Nasirud Doulah and Amina Khatoon, Doulah & Doulah
pharmaceutical players, such as Gulf Pharma, GSK, Sanofi and Novartis, partially or fully exited the mar - ket due to strong local manufacturing capabilities and competition. On the other hand, amid renewed Chi - nese, Turkish and Saudi interests in the healthcare sector, IFU has invested in a local business to support its nationwide expansion. Evercare acquired two of the largest hospitals in Bangladesh in 2020, followed by its 2023 acquisition by Blackstone, which, in late 2024, merged with Aster to create the second-largest healthcare facility in South Asia. Financial Services/Fintech With the central bank enacting a framework for merg - ing weak banks with strong ones, several measures have been put in place. Following the footsteps of predecessors, another Sri Lankan conglomerate, CAL, entered the merchant banking and brokerage market. In the fintech arena, Softbank entered the market with a USD250 million investment in fintech unicorn Bkash. Infrastructure & Energy Surge was led by renewables, with investor interest driven by the demand potential of renewable energy, low production costs and encouraging policies and financial incentives, such as the government’s pro - duction-linked incentives and a plan to produce 10% of power from renewables by 2041. Also, investors like General Electric continued to procure significant stakes in local power plants. On the other hand, Chi - nese investors have continued leading investments in the energy sector. Start-Ups Local start-ups continued to impress cross-border investors. ADB Venture invested in Tiger New Energy to expand its countrywide network of battery-swap - ping stations. Digital start-ups such as Loop Freight, Pathao, Paperfly and others have raised significant FDIs from venture capital and angel investors. Manufacturing There has been an increasing trend of acquisitions of manufacturing plants in Bangladesh, led by foreign investors acquiring significant stakes in manufactur - ing entities such as garments, accessories, footwear, yarn, etc. Japan Tobacco acquired Akij’s business for USD1.47 billion. There have also been extended
activities in the chemical and cement manufacturing sectors. Technology There has also been a surge in the acquisition of licensed telecom operators, especially in the areas of gateway operators. In addition to renewed interest in datacentres, a number of deals are in the pipeline and several demergers of data centres for potential joint collaboration with cross-border players are under consideration.
2. Overview of Regulatory Field 2.1 Acquiring a Company Acquisition of Shares
An acquisition of shares can take place either by purchasing existing equity in the target from another shareholder or by subscribing to fresh equity in a com - pany. For publicly listed companies, placement of shares by fresh issue (known as PIPE – Private Investment in Public Equity) is subject to regulatory approval. None - theless, shares issued to existing shareholders may also be bought either: • through the stock exchange at market price; • through the stock exchange at a negotiated price; or • out of the stock exchange for non-cash considera - tions. Merger (Amalgamation) The target merges into the acquiring entity under a court order and the target is then dissolved. All assets and liabilities of the target vest in the acquiring entity. The consideration is settled either in cash or by share swap. However, to be qualified as an amalgama - tion within the meaning of tax laws, the sharehold - ers holding not less than 75% in value of the shares in the amalgamating company or companies (other than shares already held therein immediately before the merger by, or by a nominee for, the amalgamated company or its subsidiary) need to become share - holders of the amalgamated company;
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