BRITISH VIRGIN ISLANDS Law and Practice Contributed by: Matthew Cowman, Alex Drysdale, Rosalind Nicholson and Omonike Robinson-Pickering, Walkers
6. Structuring 6.1 Length of Process for Acquisition/ Sale Under BVI law, there is no statutory timeframe for acquiring or selling a company. Timing will depend on: • the manner in which the acquisition is being structured (and compliance with any statutory requirements or timelines); • the provisions of the constitutional docu - ments (which may include provisions that incorporate takeover code-type provisions); • the rules of any applicable stock exchange if the target’s shares are listed; • any foreign governmental approvals required; and • whether or not the target is regulated (includ - ing the requirement for the approval of the BVI and foreign regulators, for example, where the target is a holding company and the subsidiaries are regulated in the British Virgin Islands and elsewhere). In private acquisitions involving unregulated entities, an acquisition may be effected within a matter of weeks. Where a target is listed and/ or regulated, completion usually takes a few months, in order to ensure that all applicable list - ing rules have been complied with and approvals obtained. 6.2 Mandatory Offer Threshold There are no requirements under BVI law for a mandatory offer threshold. 6.3 Consideration There are no restrictions under BVI law on the type of consideration that can be offered or the combination of different types of consideration (eg, shares and cash). A wide variety of consid -
terms, or a separate exclusivity agreement may be entered into between the parties. Standstills are not often seen in BVI transactions. 5.5 Definitive Agreements Tender offers may be used in both friendly and hostile transactions. The BVI Business Compa - nies Act, 2004 (as amended) does not prescribe the manner in which a tender offer may be made. It is also possible for an acquisition that originally commenced as a tender offer to be converted into a merger or consolidation. If the target’s shares are listed, the rules and regulations of the applicable stock exchange and any takeover rules (which may have been incorporated into the target’s constitutional doc - uments) will also need to be complied with, with respect to how the tender offer will be communi - cated to shareholders. Typically, a target share - holder will receive: • an announcement to the shareholders; • an offer document; • an acceptance form; and • notices of intention to acquire shares (where the remainder are being compulsorily redeemed). The extent to which the target is involved in the communications will depend on whether it is recommending that shareholders accept the offer and the requirements of any applicable list - ing or takeover rules.
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