BAHRAIN Law and Practice Contributed by: David Walker, Simone Del Nevo, Sherif Saadeldin and Rahul Sud, ASAR – Al Ruwayeh & Partners
1. Trends 1.1 M&A Market
2. Overview of Regulatory Field 2.1 Acquiring a Company There are two principal ways to effect a takeover of a Bahraini public company: • a friendly or hostile contractual takeover offer by the bidder for the shares of the target; or • a merger of the target by consolidation or absorption into the bidder or a subsidiary or associate of the bidder. A business can also be purchased by way of an asset purchase, commonly known as a business premises transfer. Bahrain’s Commercial Companies Law allows for two main types of merger: • a merger by absorption, whereby one or more companies (merged company) dissolve and transfer everything they own and owe (assets and liabilities) to an existing company (merg - ing company); and • a merger by consolidation, whereby two or more companies (merged companies) dis - solve completely, and a brand new legal entity (merging company) is created. 2.2 Primary Regulators The Central Bank of Bahrain (CBB) is the primary regulator for public M&A in Bahrain. The Capi - tal Markets Supervision Directorate at the CBB administers Rulebook 6, including the Takeo - vers, Mergers and Acquisitions (TMA) regula - tions, while the Ministry of Industry and Com - merce (MOIC) regulates the foreign ownership restrictions and antitrust issues. Other sector-specific regulators may also regu - late sector-specific M&A (the Telecommunica -
Bahrain’s M&A activity is primarily driven by private transactions, though public M&A trans - actions have seen an increase in recent years. The most notable recent reform relates to the implementation of a Minimum Domestic Top-Up Tax which came into effect on 1 January 2025, ensuring a minimum 15% tax on qualifying mul - tinational enterprises. 1.2 Key Trends Global trends, such as industry consolidation and inflation in Europe and the USA, are fuel - ling local M&A activity in Bahrain. In the past year, global M&A deals spurred acquisitions of subsidiaries and branches in Bahrain, leading to a rise in domestic M&A transactions. We have recently observed that major regional sover - eign funds and large corporations are increas - ingly focusing on acquiring stakes in leading, well-established Bahraini companies within the industrial, energy and services sectors. Public M&A deals seem to reflect strategic divestments that align with Bahrain’s Vision 2030. The generated liquidity could potentially be reinvested in projects that support the gov - ernment’s long-term goals. Bahrain has already made strides in this direction by integrating the UN’s Sustainable Development Goals 2030 into
its national strategies. 1.3 Key Industries
Bahrain’s banking, finance, real estate and ener - gy sectors are witnessing notable M&A activity. There is also observed activity in the healthcare and technology sectors.
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