ANTIGUA Law and Practice Contributed by: C. Debra Burnette, CDB Legal Services
6. Structuring 6.1 Length of Process for Acquisition/ Sale The process of acquiring/selling a business takes approximately 9-12 months, although this period could be shorter or longer depending on the length of the due diligence period and the satisfying of the conditions of acquisition/sale. 6.2 Mandatory Offer Threshold No mandatory offer threshold is provided for in Cash is more commonly used as consideration in Antigua. However, if there are value gaps, par - ties may agree to an escrow arrangement where a portion of the funds is kept until the realisation of an event where full value may be achieved. One other method may be to agree to have the business remain as a going concern in the hands of the vendor in order to generate income that is sufficient to meet the full value. This latter approach will come with certain undertakings designed to retain the goodwill and value of the business. 6.4 Common Conditions for a Takeover Offer Antigua and Barbuda. 6.3 Consideration No regulated restrictions on takeover offers. 6.5 Minimum Acceptance Conditions The minimum acceptance condition for offer bids is not less than 90% of the shares with or without voting rights. 6.6 Requirement to Obtain Financing A business combination can be conditional on the bidder obtaining financing, but there is no specific regulation on this.
6.7 Types of Deal Security Measures A bidder may seek any measure of security for the deal, but the most commonly used measure is match rights. There are no regulatory restric - tions or changes that have impacted the length of interim periods. 6.8 Additional Governance Rights A bidder may seek governance rights over the composition of the board by appointing direc - tors to break/avoid deadlocks. 6.9 Voting by Proxy There are statutory provisions on shareholders voting by proxy in Antigua. A group of sharehold - ers may also solicit the proxies of other share - holders. 6.10 Squeeze-Out Mechanisms Section 203 of the Companies Act allows an offeror to acquire shares held by a dissenting shareholder by sending a notice of the bid with - in 60 days after the date of termination of the take-over bid. A dissenting shareholder who has failed to respond or demand fair value for the shares is presumed to have elected to transfer their shares on the same terms being offered. 6.11 Irrevocable Commitments Since tender offers are usually in a binding agreement, it is difficult for the principal share - holder to be given an out if a better offer is made.
7. Disclosure 7.1 Making a Bid Public
A bid for an M&A of financial institutions are required to be made public from the date of the offer. There is no regulatory provision for any other M&A or take-overs expect for publicly
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