CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
Contractual Alternatives Any obligation to acquire remaining shares in private transactions typically arises contractually (eg, tag- along/exit provisions), rather than by operation of law. 6.3 Consideration Market Practice Both cash and shares are used as consideration in Côte d’Ivoire, but cash remains predominant, particu - larly in private company transactions. Bridging Valuation Gaps In deals with valuation uncertainty, parties commonly use contractual mechanisms such as earn-outs, price adjustment mechanisms (eg, completion accounts/ net debt or working capital adjustments), escrow/ retentions to secure warranty and indemnity claims, and sometimes vendor loans. 6.4 Common Conditions for a Takeover Offer Common Conditions Public tender offers on BRVM-listed companies are commonly subject to: • regulatory approvals (AMF-UMOA/BRVM and, where applicable, sectoral regulators/ministries); • minimum acceptance conditions (often aligned with the bidder’s control objectives); • financing conditions; and • other customary closing protections (eg, no legal impediment, compliance with key covenants). Regulatory Restrictions AMF-UMOA/BRVM rules focus on transparency and investor protection. Conditions are generally accepted provided they are clearly disclosed, objective and not designed to undermine market integrity or mislead shareholders. 6.5 Minimum Acceptance Conditions No Statutory Minimum Ivorian law does not impose a single statutory mini - mum acceptance condition for tender offers. Market Practice Where the bidder seeks effective control, minimum acceptance conditions are typically structured by reference to control objectives (often at or around a
simple majority level), subject to the acceptability of the condition under AMF-UMOA/BRVM requirements. 6.6 Requirement to Obtain Financing Permissibility It is permissible and common for a business com - bination to be conditional upon the bidder obtaining financing through a condition precedent in the defini - tive documentation. Market Approach Sellers may seek enhanced “certainty of funds” pro - tections depending on the transaction dynamics (including evidencing good-faith efforts to secure financing and, occasionally, agreed consequences if financing fails). 6.7 Types of Deal Security Measures Common Deal Protections During the interim period between signing and clos - ing, bidders commonly negotiate: • exclusivity/no-shop/non-solicitation provisions; • break fees (where commercially agreed); • matching rights; • interim operating covenants (ordinary course operation; restrictions on significant actions with - out consent); • information undertakings; and • standard conditions precedent (regulatory approv - als, third-party consents, financing). Regulatory Environment These mechanisms are generally consistent with OHADA contractual freedom, subject to directors’ duties, minority protection and, for listed companies, market transparency and equal information require - ments. Interim Period Length No specific recent regulatory changes have funda - mentally altered interim periods, but transactions involving listed companies or regulated sectors may experience longer timelines due to disclosure steps and regulatory approvals.
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