CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Victorine Epee-Vallet and Cecile Bella, Amadagana & Partners
one-third of the share capital, it must inform COSUMAF without delay. This offer is made fol - lowing an information document submitted to COSUMAF for approval and published by the majority shareholders concerned (see Article 237 of the COSUMAF General Regulations of 23 May 2023). An early dissolution not resulting from a merg - er or demerger results from a decision of the Extraordinary General Meeting. This decision is only valid if it is taken by at least two-thirds of those voting (half of the shares on first call, and a quarter of the shares on second call). 6.11 Irrevocable Commitments It is possible for one of the parties to obtain an irrevocable commitment to tender, and moreo - ver, under simplified procedure, the initiator is required to make a commitment to COSUMAF. This commitment made by the initiator concerns the acquisition on the market, or the acceptance in exchange for shares already issued, or the issue of any quantity of securities of the target company that may be offered to it (see Article 231 of the COSUMAF General Regulations of 23 May 2023) Following the filing or submission of the offer file to COSUMAF, the offeror is required to draw up and publish an information document approved by COSUMAF (see Articles 224, 229 and 232 of the COSUMAF General Regulations of 23 May 2023). The bid is also made public by publication of a notice by the Stock Exchange of Central African Securities (BVMAC) specifying the deadline for 7. Disclosure 7.1 Making a Bid Public
the validity of orders. This notice is published in a national press publication in each CEMAC member state, posted on the BVMAC website or displayed at the BVMAC head office, or in an official paper bulletin, once the examination of the offer file has been completed (see Articles 41 and 54 of the BVMAC Regulations and the defi - nition of publication provided by the same text). 7.2 Type of Disclosure Required The information document must contain all the information required to assess the company’s management, the nature of its assets and liabili - ties, its business and financial position, results and prospects, as well as the nature, category, number, form and date of entitlement to divi- dends of the rights attached to the securities offered, the proposed sale price and the terms of payment of that price (see Article 7 of the BVMAC Regulation). 7.3 Producing Financial Statements Bidders are generally required to provide finan - cial statements in their disclosure documents to demonstrate financial stability and the viability of the transaction. These may include annual financial reports, financial projections, and pro forma statements showing the expected impact of the deal. In Cameroon, financial statements must be prepared according to OHADA stand - ards (SYSCOHADA), although companies listed on stock exchanges or subject to international investors’ requirements may also comply with IFRS. 7.4 Transaction Documents Certain transaction documents may need to be fully disclosed, depending on regulatory require - ments and the supervision authority’s expecta - tions. These can include merger agreements, asset and liability guarantees, and contracts with a significant impact on the deal. However, some
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