UAE Law and Practice Contributed by: Ahmed Ibrahim, Malack El Masry and Maryam Quadri, IN’P IBRAHIM .N. PARTNERS
will be sought from the CMA, the DED and the rel - evant industry-specific regulator to ensure that they approve the merger in principle, before a formal and final application is made. The DED will also need to give final approval and implement the merger, including the de-registration of the merging entity. There will also likely be industry- specific requirements that will need to be complied with before completion can occur. Shareholders holding not less than 20% of the capital of the companies seeking to merge will have the right to oppose the merger and challenge the merger before the court within 30 days of the date of approval of the merger by the general assembly. A notice confirming the intention to merge within ten business days from the date of approval of the merger by the general assembly will be sent in writing to all creditors and published in two daily newspapers (one in Arabic). Creditors and other concerned parties will then have a 30-day period to object to the merger. Public Acquisitions Generally, the tender offer period is likely to be around two to four months. The timing of the tender offer peri - od is explained in further detail below. An acquirer will need to obtain consent to the pro - posed offer from all concerned bodies such as the competent local authority and any relevant sector- specific licensing bodies. An acquirer must inform the target company of its planned MTO and file an application to the CMA to make an offer (within 21 days of delivering the intent of acquisition to the tar - get company). The CMA may extend this time period based on a request from the acquirer. If the acquirer fails to make the offer within this period or announces that it is backing down off the offer, the acquirer shall be prohibited from making any offer to the target com - pany within the six months following such period. It shall also be prohibited during the said period from making any buying transactions which would apply the provisions of the mandatory offer. The CMA will then approve or reject the application within seven days from receipt of the application filing.
If the offer application is rejected by the CMA, the acquirer may appeal the rejection within 14 days of notification of the rejection. If the offer application is approved by the CMA, the target’s board must deliver the draft offer and draft offer document, its recommendation for the offer, and its consultants recommendation of the offer to the tar - get’s shareholders within 14 days of receiving approval of the offer from CMA. There is very limited guidance on the specifics of what must accompany the recom - mendation and ultimately it will be up to the target’s board to be comfortable that it has a reasonable basis for the recommendation (ie, through an independent valuation that supports the offered pricing). Any consultants that participated in the preparation of the acquirer’s offer document should verify the data contained within it. The acquirer must also notify the market of the CMA approval of the offer, the draft offer and the draft offer document. If the acquirer does not publish a press release to this effect, then the target company must do so. Offer acceptances must be submitted by the 28th day from the day following the offer’s receipt by the target (“first closing date”), unless the acceptance date is extended (such extended deadline being the “second closing date”). The offer is valid until the 60th day from the day after it is received by the target (however, the CMA may extend the offer validity period). Payment must be settled no later than three days from the date that all conditions, requirements, and approv - als related to the offer are met. 2.2 Primary Regulators There are a few main regulatory bodies to consider for the UAE mainland (not covering the many free zones that form part of the UAE): • the Department of Economic Development (DED) in each of the emirates, for all types of companies;
1323 CHAMBERS.COM
Powered by FlippingBook