CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Victorine Epee-Vallet and Cecile Bella, Amadagana & Partners
will contain a standstill clause, which will gener - ally prohibit the buyer from making a hostile or unsolicited offer for the information for a given period. In general, transactions are often carried out privately and confidentially between companies that are not listed on the stock exchange. In such cases, standstill clauses are not necessary. 5.5 Definitive Agreements To date, there have been no legal restrictions preventing the terms of a takeover bid from being set out in a definitive agreement. The Gen - eral Regulations of the Central African Financial Market Supervisory Commission provide that takeover bids may be the subject of compet - ing public offers. However, most transactions are not carried out by means of a tender offer, which is therefore not common. 6. Structuring 6.1 Length of Process for Acquisition/ Sale The duration of the procedure for acquiring or selling a company depends on the length of the discussions and negotiations, the completion of the acquisition audit, and the administrative formalities following the finalisation of the sale. The duration is generally between six months and three years. 6.2 Mandatory Offer Threshold Under Sections 233 et seq of the COSUMAF Regulation, any individual who comes to own more than one third of the share capital of a pub - licly traded company must immediately inform the COSUMAF and submit a public offer project targeting the entire share capital in wording that is admissible by the COSUMAF.
Furthermore, individuals who directly or indirect - ly own between one third and one half of the capital of a company must immediately inform the COSUMAF of any changes in the number of shares they own. Such information is published by the COSUMAF. Exemptions to mandatory offers may be granted by the COSUMAF. 6.3 Consideration The consideration in M&A transactions may be cash, share swaps or both. The most common consideration is cash. Tools to bridge value dif - ferences are rarely used, but the most common is the net debt bridge. 6.4 Common Conditions for a Takeover Offer In accordance with Sections 223 et seq. of the General Regulations of the Central African Financial Market Supervisory Commission, the terms of a takeover bid are set by each bidder (natural person or legal entity) in an information document filed with COSUMAF. Competing bids may only be filed if they improve the price of the initial bid and if they are filed at least ten calendar days before the expiry of the deadline set for the receipt of orders placed in response to the initial bid. 6.5 Minimum Acceptance Conditions As regards the pricing conditions, there is no minimum acceptance requirement, and the seller is free to go below or above the price of the security (see Article 23 of the BVMAC Regu - lations: Every stock market order must include “[…] the price or the indication of the limit” , and Article 223 of the COSUMAF General Regula - tions). The price of a security is determined by the Stock Exchange of Central African Securities
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