CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Kevin Djomgoue and Cecile Bella, Amadagana & Partners
ed by the COBAC, and the Banque Atlantique Cam - eroun Group with a view to restructuring the bank, except that the memorandum of understanding signed for this purpose was vitiated by a formal defect. This was because the terms of the restructuring had not been communicated to the shareholders’ meeting of the target bank, which included first and foremost the Cameroonian government. Hence the lodging on 3 October 2008 with the CEMAC Court of Justice of an appeal seeking the annulment of the memorandum of understanding and of COBAC Decision D.2008/52 of 4 July 2008 giving COBAC’s assent to the publi - cation of the Amity Bank restructuring order, by Mr Christophe SIELIENOU and others in their capacity as shareholders who had to approve any plan to restruc - ture the bank. 2023 also saw many diplomatic tensions between the state of Cameroon and Chad, following the various structural reforms initiated by the former concession holder Exxon Mobile in the management of the Chad- Cameroon pipeline. The takeover of Exxon Mobile’s shares by Savannah energy without the agreement of the Chadian government, which had just acquired Petronas’ shares in the co-management of the Chad- Cameroon pipeline, fuelled numerous debates that led to the immediate dismissal of the managing direc - tor appointed by Savannah energy (Nicolas Blanpré) and all its directors. According to the press release issued by the Chadian Minister of Hydrocarbons on 2 June 2023, the opposition was based on the fact that the mechanisms for appointing new directors had not been respected, even though the Chadian state (53.77%), which held 33% of Petronas, had favoured the takeover of the EXXON Mobile COTCO TOTCO consortium, and was responsible for appointing the new members of the board of directors, while ensuring that the rights of the other shareholders were exer - cised. However, Cameroon, which holds a 5% stake in the consortium through its subsidiary Cotco, wanted to acquire an additional 10% stake on behalf of its national hydrocarbons company (SNH), but ran up against Chadian objections. 10.2 Stage of Deal Given the complexity and strategic nature of M&A operations, obtaining the favourable agreement of all the parties involved in the operation, in this case
the shareholders of the companies in question, is the nerve centre of corporate restructuring operations in the Cameroonian context. This explains the consider - able frequency with which opposition or objections are lodged with the regulatory authorities in charge of such operations. However, it may happen that the disagreement arises during the procedure or in the final phase, when relevant information in the process has not been disclosed in time, so that it may cause As mentioned in 10.1 Frequency of Litigation , the differences caused by diplomatic tensions between Cameroon and Chad following the restructuring of the Exxon Mobile TOTCO COTCO consortium in 2023 have helped to improve contractual relations between the two countries. Indeed, this diplomatic rift has fostered transparency in the management of the CHAD-CAMEROON pipeline. This, in turn, led to compliance with OHADA and CEMAC competition regulations. It is remarkable that Chad should have submitted its plan to buy out Petronas to the competi - tion authority in the CEMAC zone. This is in accord - ance with the provisions of Article 11 of Regulation No 06/19-UEAC-CM-33 of 07 April 2019 on competition in the CEMAC zone, which states: “the CCC is seized of merger operations under the conditions defined in Title 4 of this Regulation”. prejudice to one of the parties. 10.3 “Broken-Deal” Disputes It is therefore easy to discern from the objection for - mulated by the State of Chad to the participation of the Cameroonian hydrocarbons company in the EXX - ON MOBILE COTCO TOTCO consortium, the desire of the Chadian state to retain control over the entire project by avoiding the acquisition of an additional stake by Cameroon, the initial 5% holder. This will prevent Cameroon from exerting any influence on the conduct of hydrocarbon transport operations, in accordance with the provisions of Article 176 of the AUSCGIE. Furthermore, in light of the press release dated 2 June 2023 from the Chadian Minister for Hydrocarbons, it was only natural that the Chadian state should wish to ensure compliance with the provisions of Article 173 of the AUSCGIE, by virtue of which it exercises its control, and consequently, when the board of direc -
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