CAMEROON LAW AND PRACTICE Contributed by: Serges Martin Zangue, Brandon Ntahdui, Joel Noussie, Julienne Happi, Mathias Choudjem, Maeva Pokem, Winy Felifack and Synthia Pamela Dounking Amfouo, Zangue & Partners
Key Considerations for a Foreign Investor in Selecting a Transaction Structure The following key considerations should be factored in by foreign investors when selecting a transaction structure in Cameroon: • legal and regulatory framework; • tax implications; • financial strategies; Transaction Structures Commonly Used for the Acquisition of Companies/Businesses: Comparison With Minority Investments The transaction structures used for the acquisition of companies/businesses generally differ from those employed for minority investments in Cameroon. The acquisition of companies/businesses generally involves the purchase of shares, whereas the deal structure for minority investments typically involves equity investments. 3.2 Regulation of Domestic M&A Transactions Aside from the regulatory regimes applicable to FDI (please refer to 1.2 Regulatory Framework for FDI ), a foreign investor considering FDI in Cameroon should be aware of the following regulatory reviews/approv - als applicable to domestic M&A transactions: • antitrust/competition regulatory approval – please refer to 6. Antitrust/Competition ; • securities regulatory approval – please refer to 5.2 Securities Regulation ; • commercial regulatory approval – please refer to 1.2 Regulatory Framework for FDI ; • sector-specific regulatory approvals – please refer to 1.2 Regulatory Framework for FDI ; and • labour and Employment Regulations – please refer to 10.2 Employee Compensation . • risk assessments; and • market entry strategy.
Regarding anticipated changes, there are ongoing dis - cussions for the adoption of a CEMAC sub-regional mining code. At the national level, the Cameroonian Government is preparing the implementation of a new customs policy for FY 2026, focused on stimu - lating local industrial production. At the same time, development programmes will be implemented begin - ning from the first months of 2026 – more specifi - cally, implementation of the Initial Impulse Programme ( Programme des Impulsions Initiales P2I), intended to strengthen the competitiveness of small to medium- sized enterprises (SMEs) through technical, fiscal and logistical support, in order to encourage local trans - formation and job creation. The structures selected for M&A transactions in Cam - eroon depend on a number of strategic considerations with respect to the transaction concerned, such as tax implications, regulatory aspects, financial strategies, etc. The following deal structures are commonly used: • purchase of shares; • equity investment; • joint venture; and • purchase of assets. Preferred Structures for the Acquisition of Public Versus Private Companies/Businesses in Cameroon In Cameroon, the preferred structures for the acquisi - tion of public companies are not significantly different from those for the acquisition of private companies. The preferred deal structure for the acquisition of both public and private companies is mainly the purchase of shares. However, with private companies, this often alternates with equity investment and the purchase of assets. 3. Mergers and Acquisitions 3.1 Transaction Structures Most Common Structures Used for M&A Transactions in Cameroon
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