BERMUDA Law and Practice Contributed by: Natalie Neto, Rachel Nightingale and Marah Smith, Walkers
carry the right to vote regardless of whether or not they do they otherwise. 6.10 Squeeze-Out Mechanisms Please see 2.1 Acquiring a Company regarding the squeeze-out mechanisms under Sections 102 and 103 of the Companies Act. Short-form mergers and amalgamations (which do not require shareholder approval) are permit - ted in Bermuda between: • a holding company and one or more of its wholly owned subsidiaries; or • two or more wholly owned subsidiaries of the same holding company. As the subsidiaries must be wholly owned, these provisions would not be particularly useful as a squeeze-out mechanism. 6.11 Irrevocable Commitments Irrevocable voting undertakings are often required in transactions where there is a share - holder who holds a significant portion of the total issued share capital of the target. Where there are significant shareholders involved, discus - sions will often start early on in the transaction to ensure they are supportive of the deal. Such commitments are typically irrevocable and the terms would be subject to negotiation (and may include a right to terminate if a superior proposal is received).
the relevant stock exchange would apply and dictate any disclosure requirements. If the company is listed on the BSX, it may be required to disclose certain information to the public. The company would have to keep the BSX informed of any information relating to the company that: • is necessary to enable the BSX and the public to appraise the financial position of the com - pany and the group; • is necessary to avoid the establishment of a false market in its securities; and • might reasonably be expected materially to affect market activity in and the prices of its securities. When an acquirer becomes a shareholder of 5% or more of a domestic issuer, the issuer must notify the BSX. 7.2 Type of Disclosure Required As noted in 7.1 Making a Bid Public , unless the target’s shares are listed, there is no disclosure requirement for the issuance of shares in a busi - ness combination. 7.3 Producing Financial Statements There is no requirement for bidders to produce financial statements in their disclosure docu - ments. Under the Companies Act, there is a general requirement for Bermuda companies to lay financial statements before the company’s shareholders in a general meeting. Those finan - cial statements must include: • a statement of the results of operations for the period; • a statement of retained earnings or deficit;
7. Disclosure 7.1 Making a Bid Public
Under Bermuda law, there are no specific provi - sions requiring a bid to be made public. Howev - er, as many Bermuda M&A transactions involve companies whose shares are listed, the rules of
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