ANTIGUA Law and Practice Contributed by: C. Debra Burnette, CDB Legal Services
5.4 Standstills or Exclusivity Interested buyers would usually prefer exclusivity to standstills. 5.5 Definitive Agreements There are no rules on the documentation of tender offer terms and conditions, though persons are best advised to document tender offer terms and condi - tions in a definitive agreement. 6. Structuring 6.1 Length of Process for Acquisition/Sale The process of acquiring/selling a business takes approximately nine to 12 months, although this period could be shorter or longer depending on the length of the due diligence period and the satisfying of the conditions of acquisition/sale. 6.2 Mandatory Offer Threshold No mandatory offer threshold is provided for in Anti - gua and Barbuda. 6.3 Consideration Cash is more commonly used as consideration in Anti - gua. However, if there are value gaps, parties may agree to an escrow arrangement where a portion of the funds is kept until the realisation of an event where full value may be achieved. One other method may be to agree to have the business remain as a going concern in the hands of the vendor in order to gen - erate income that is sufficient to meet the full value. This latter approach will come with certain undertak - ings designed to retain the goodwill and value of the business. 6.4 Common Conditions for a Takeover Offer There are no regulated restrictions on takeover offers. 6.5 Minimum Acceptance Conditions The minimum acceptance condition for offer bids is not less than 90% of the shares with or without vot - ing rights.
compliance with Financial Action Task Force (FATF) Recommendations, to which Antigua is a signatory. 4.3 Hurdles to Stakebuilding There are no statutory regulations or limitations on stakebuilding. 4.4 Dealings in Derivatives Dealing in derivatives is generally allowed. 4.5 Filing/Reporting Obligations There are no competition laws in Antigua. 4.6 Transparency Shareholders do not have to disclose the purpose of their acquisition. Outside financial institutions, it is not a regulated requirement for a target to disclose a deal but one which depends largely on the parties. Usually, once negotiations begin, requests for disclosure of a deal may be made. 5.2 Market Practice on Timing Generally, market practice on timing of disclosure does not differ from the legal requirements: each M&A depends on their own unique circumstances. 5.3 Scope of Due Diligence Due diligence will usually cover legal matters involv - ing: • title to land, encumbrances, surveys, valuations and taxes; • environmental due diligence involving environmen - tal impact assessments and consultations with residents, where necessary; • accounting and finance due diligence, including satisfying money-laundering compliance; and • operational due diligence, covering employees’ rights to severance, engaging with unions, etc. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal
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