CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Kevin Djomgoue and Cecile Bella, Amadagana & Partners
portion of the capital that the shares represent, the right to obtain a governance position, etc. 6.9 Voting by Proxy Shareholders can vote by proxy throughout the OHA -
ket, or the acceptance in exchange for shares already issued, or the issue of any quantity of securities of the target company that may be offered to it (see Article 231 of the COSUMAF General Regulations of 23 May 2023).
DA zone, which includes Cameroon. 6.10 Squeeze-Out Mechanisms
7. Disclosure 7.1 Making a Bid Public
Pursuant to the provisions of Article 822-13 of the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings, the company may not impose the repurchase or redemption of their rights on shareholders, except in the event of the signature of an issuing contract; it being understood that early dissolution not resulting from a merger or demerger directly entails the transfer of all shareholders’ securi - ties. The main mechanisms for buying out shareholders who have not contributed following a takeover bid are therefore: the signing of an issuing contract containing a squeeze-out clause or a clause opening the possibil - ity of making a squeeze-out bid, and early dissolution not resulting from a merger or demerger. In respect of the signature of an issue contract con - taining either a withdrawal clause or a public offer of withdrawal clause, it should be noted that if the share - holder holds more than one-third of the share capital, it must inform COSUMAF without delay. This offer is made following an information document submit - ted to COSUMAF for approval and published by the majority shareholders concerned (see Article 237 of the COSUMAF General Regulations of 23 May 2023). An early dissolution not resulting from a merger or demerger results from a decision of the Extraordi - nary General Meeting. This decision is only valid if it is taken by at least two-thirds of those voting (half of the shares on first call, and a quarter of the shares on second call). 6.11 Irrevocable Commitments It is possible for one of the parties to obtain an irrevo - cable commitment to tender, and moreover, under simplified procedure, the initiator is required to make a commitment to COSUMAF. This commitment made by the initiator concerns the acquisition on the mar -
Following the filing or submission of the offer file to COSUMAF, the offeror is required to draw up and pub - lish an information document approved by COSUMAF (see Articles 224, 229 and 232 of the COSUMAF Gen - eral Regulations of 23 May 2023). The bid is also made public by publication of a notice by the Stock Exchange of Central African Securities (BVMAC) specifying the deadline for the validity of orders. This notice is published in a national press publication in each CEMAC member state, posted on the BVMAC website or displayed at the BVMAC head office, or in an official paper bulletin, once the examination of the offer file has been completed (see Articles 41 and 54 of the BVMAC Regulations and the definition of publication provided by the same text). 7.2 Type of Disclosure Required The information document must contain all the infor - mation required to assess the company’s manage - ment, the nature of its assets and liabilities, its busi- ness and financial position, results and prospects, as well as the nature, category, number, form and date of entitlement to dividends of the rights attached to the securities offered, the proposed sale price and the terms of payment of that price (see Article 7 of the BVMAC Regulation). 7.3 Producing Financial Statements Bidders are generally required to provide financial statements in their disclosure documents to demon - strate financial stability and the viability of the trans - action. These may include annual financial reports, financial projections, and pro forma statements show - ing the expected impact of the deal. In Cameroon, financial statements must be prepared according to OHADA standards (SYSCOHADA), although compa - nies listed on stock exchanges or subject to interna -
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