CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Victorine Epee-Vallet and Cecile Bella, Amadagana & Partners
debates that led to the immediate dismissal of the managing director appointed by Savannah energy (Nicolas Blanpré) and all its directors. According to the press release issued by the Chadian Minister of Hydrocarbons on 2 June 2023, the opposition was based on the fact that the mechanisms for appointing new directors had not been respected, even though the Chad - ian state (53.77%), which held 33% of Petronas, had favoured the takeover of the EXXON Mobile COTCO TOTCO consortium, and was responsi - ble for appointing the new members of the board of directors, while ensuring that the rights of the other shareholders were exercised. However, Cameroon, which holds a 5% stake in the con - sortium through its subsidiary Cotco, wanted to acquire an additional 10% stake on behalf of its national hydrocarbons company (SNH), but ran up against Chadian objections. 10.2 Stage of Deal Given the complexity and strategic nature of M&A operations, obtaining the favourable agree - ment of all the parties involved in the operation, in this case the shareholders of the companies in question, is the nerve centre of corporate restructuring operations in the Cameroonian context. This explains the considerable fre - quency with which opposition or objections are lodged with the regulatory authorities in charge of such operations. However, it may happen that the disagreement arises during the procedure or in the final phase, when relevant information in the process has not been disclosed in time, so that it may cause prejudice to one of the parties. 10.3 “Broken-Deal” Disputes As mentioned in 10.1 Frequency of Litigation , the differences caused by diplomatic tensions between Cameroon and Chad following the restructuring of the Exxon Mobile TOTCO COT - CO consortium in 2023 have helped to improve
contractual relations between the two countries. Indeed, this diplomatic rift has fostered transpar - ency in the management of the CHAD-CAME - ROON pipeline. This, in turn, led to compliance with OHADA and CEMAC competition regula - tions. It is remarkable that Chad should have submitted its plan to buy out Petronas to the competition authority in the CEMAC zone. This is in accordance with the provisions of Article 11 of Regulation No 06/19-UEAC-CM-33 of 07 April 2019 on competition in the CEMAC zone, which states: “the CCC is seized of merger operations under the conditions defined in Title 4 of this Regulation” . It is therefore easy to discern from the objection formulated by the State of Chad to the participa - tion of the Cameroonian hydrocarbons company in the EXXON MOBILE COTCO TOTCO consor - tium, the desire of the Chadian state to retain control over the entire project by avoiding the acquisition of an additional stake by Cameroon, the initial 5% holder. This will prevent Cameroon from exerting any influence on the conduct of hydrocarbon transport operations, in accord - ance with the provisions of Article 176 of the AUSCGIE. Furthermore, in light of the press release dated 2 June 2023 from the Chadian Minister for Hydro - carbons, it was only natural that the Chadian state should wish to ensure compliance with the provisions of Article 173 of the AUSCGIE, by virtue of which it exercises its control, and con - sequently, when the board of directors appoints the prospective managing director to head the consortium.
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