CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Kevin Djomgoue and Cecile Bella, Amadagana & Partners
6.2 Mandatory Offer Threshold Under Sections 233 et seq of the COSUMAF Regula - tion, any individual who comes to own more than one third of the share capital of a publicly traded company must immediately inform the COSUMAF and submit a public offer project targeting the entire share capital in wording that is admissible by the COSUMAF. Furthermore, individuals who directly or indirectly own between one third and one half of the capital of a company must immediately inform the COSUMAF of any changes in the number of shares they own. Such information is published by the COSUMAF. Exemptions to mandatory offers may be granted by the COSUMAF. 6.3 Consideration The consideration in M&A transactions may be cash, share swaps or both. The most common considera - tion is cash. Tools to bridge value differences are rare - ly used, but the most common is the net debt bridge. 6.4 Common Conditions for a Takeover Offer In accordance with Sections 223 et seq. of the Gener - al Regulations of the Central African Financial Market Supervisory Commission, the terms of a takeover bid are set by each bidder (natural person or legal entity) in an information document filed with COSUMAF. Competing bids may only be filed if they improve the price of the initial bid and if they are filed at least ten calendar days before the expiry of the deadline set for the receipt of orders placed in response to the initial bid. 6.5 Minimum Acceptance Conditions As regards the pricing conditions, there is no minimum acceptance requirement, and the seller is free to go below or above the price of the security (see Article 23 of the BVMAC Regulations: Every stock market order must include “[…] the price or the indication of the limit”, and Article 223 of the COSUMAF General Regulations). The price of a security is determined by the Stock Exchange of Central African Securities (BVMAC) by comparing all buy and sell orders placed by brokerage firms (see Article 32 of the BVMAC Regulations: “The price of a security is determined
by comparing all buy and sell orders placed by bro - kerage firms.”) As regards the administrative conditions for accept - ance, it should be noted that, according to Article 23 of the BVMAC Regulations, all takeover bids must include: • an indication of the purpose of the transaction (purchase); • a description of the securities involved in the trans - action; • the number of securities to be traded; • the price or indication of the limit; • the period of validity; and • the customer account number or references. 6.6 Requirement to Obtain Financing There is no legal requirement to obtain financing prior to a business combination. However, the parties may agree to do so. 6.7 Types of Deal Security Measures In respect of deal security measures, the COSUMAF General Regulations (Article 236) provide for a general price guarantee procedure applicable to any purchas - er of a block of shares, the details of which have yet to be determined. Moreover, in the absence of any provision to the con - trary, and provided that the offeror and the target com - pany ensure that their acts, decisions and declara - tions do not have the effect of compromising the equal treatment or information of the holders of securities of the companies concerned, every legal guarantee may be agreed within the interim period (see Article 212 of the COSUMAF General Regulations of 23 May 2023). It should be noted that, the interim period may not exceed 45 calendar days save in exceptional circum - stances (paragraphs 2 and 3 of Article 212). 6.8 Additional Governance Rights Among the governance rights to which a bidder may lay claim are preferential shares and all other advan - tages provided for in a shareholders’ agreement and/ or the issuing contract, including, among others, dou - ble voting rights conferred in consideration of the pro -
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