MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
An important exemption applies where the controlling stake was acquired as a result of a voluntary takeover bid addressed to all holders of the relevant class of securities. Certain transitional exemptions also apply to holdings acquired prior to the entry into force of the current framework. During the offer period, if the bidder acquires shares at a price higher than the offer price, it must increase the offer price accordingly for all shareholders. 6.3 Consideration Cash remains the dominant form of consideration in Moldovan M&A transactions, in both private deals and public offers. Share-based consideration is legally per - missible but rarely used in practice, given the limited liquidity of the local capital market and the absence of a deep equity culture. When valuation uncertainty exists, price-risk alloca - tion is typically managed through contractual struc - turing rather than alternative forms of consideration. Deferred payments and staged price mechanisms are frequently used, particularly in transactions involving founder-led businesses or growth companies. Performance-linked adjustments may be included where future earnings are difficult to predict, although earn-out structures are more common in cross-border transactions than in purely domestic deals. Escrow or holdback arrangements are regularly used to secure post-closing warranty exposure. More complex instruments, such as convertible secu - rities, are permitted under Moldovan law but remain uncommon in mainstream M&A practice. 6.4 Common Conditions for a Takeover Offer Moldovan takeover regulation allows the inclusion of conditions in a takeover bid, but their scope is heavily restricted by statutory and supervisory rules. In volun - tary offers, it is common to condition the bid on obtain - ing necessary regulatory approvals, such as merger control clearance and, if relevant, sector-specific authorisations. Minimum acceptance thresholds are also typical, especially when the bidder aims to gain control or delist the company. These conditions must be objective, well-defined and verifiable. The relevant
capital markets authority reviews the offer documents and can reject approval if the conditions threaten legal certainty or fair treatment of shareholders. Mandatory takeover bids are more tightly regulated. Since their main purpose is to protect minority share - holders by providing an exit right, discretionary or bid - der-dependent conditions are generally not allowed. Conditions are usually limited to legally required regu - latory approvals. In all cases, the bidder must prove it has sufficient financial resources to cover the full consideration pay - able under the offer. This proof is necessary for the offer to be approved and helps ensure the deal can be completed. Overall, while conditional offers are permitted, regu - lators enforce strict limits to maintain transparency, fairness and minority shareholder protection. 6.5 Minimum Acceptance Conditions In voluntary tender offers, the minimum acceptance condition is typically set to the level of control the bidder seeks. A threshold exceeding 50% of the voting rights is generally sufficient to secure effective control, as it enables the bidder to pass ordinary shareholder reso - lutions and appoint or replace members of the man - agement bodies. Where the bidder seeks structural control, higher thresholds are relevant. A holding of at least two-thirds of the voting rights is typically required to adopt quali - fied resolutions, including amendments to the articles of association, reorganisations or other fundamental corporate changes. A 90% holding is particularly significant, as it enables the initiation of a squeeze-out procedure, allowing the majority shareholder to acquire the remaining minority shares and achieve full ownership. Accordingly, while a simple majority may suffice for operational control, voluntary offers are often condi - tioned on higher acceptance levels when the strate -
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