CYPRUS Law and Practice Contributed by: Kyriacos Scordis, Sofia Tryfonos Avraam and Anna Borovska, Scordis, Papapetrou & Co LLC
which to date have probably not been taken full advantage of, such as information and commu - nication technology, higher education, the pri - mary sector with agro-technology, sustainable tourism, health and agri-tourism, professional services, renewable energy and small-scale industry. However, it is anticipated that, until the aforementioned strategy comes into fruition, the key trends in M&A activities in 2025 shall remain as stated in 1.1 M&A Market . 1.3 Key Industries Key industries for M&A activities continue to be those stated in 1.1 M&A Market . It is also antici - pated that there will be an increase in investments and a growth in M&As involving technology and digitalisation following the adoption by Cyprus of the Digital Strategy for Cyprus 2020–2025. Its aim is for Cyprus to become a fit-for-the-future society and knowledge-based economy enabled by digital and emerging technologies that will drive sustainable economic growth, social pros - perity and international competitiveness. 2. Overview of Regulatory Field 2.1 Acquiring a Company A company may be acquired in a variety of man - ners: • by the purchase of a company’s shares from an existing shareholder via a share sale and purchase agreement; • by way of subscription to a new share issue (whether private or public); • a restructuring (such as a merger); or • court-sanctioned schemes of arrangement. Acquisitions It is fairly common for a company to be acquired through the acquisition of its business and/or
assets. The key legislation that governs mergers and restructuring of private and public compa - nies is the Companies Law Cap 113 as amended (the “Companies Law” ), regulating, inter alia, mergers, divisions, partial divisions, transfers of assets and exchange of shares in two or more companies that intend to merge together, merg - ers of public companies in accordance with EU practices, and cross-border mergers between Cyprus companies and companies incorporated in other member states of the European Union. Cross-Border M&As The Companies Law also regulates cross-border mergers and acquisitions following the transpo - sition of the EU Cross-Border Mergers of Lim - ited Companies Directive (2005/56/EC) into the Companies Law (the “Cross-Border Mergers Directive” ). In the case of public listed compa - nies, acquisition takes place by way of a takeo - ver via a public offer. If the public company is not listed, its shares may be acquired without making a public offer. The acquisition of public companies is regulated by the Cyprus Stock Exchange under the Public Takeover Bids for the Acquisition of Securities of Companies and Related Matters Law 41(I)2007 as amended (the “Takeover Bids Law” ). Schemes of Arrangement The Companies Law also provides for court– sanctioned schemes of arrangement, thus allow - ing for a company and its creditors to reach a compromise and/or arrangement which will be binding on all creditors and even on the liquida - tor should a liquidation procedure ensue. In recent years there has been a rise in cross- border mergers following the transposition of the Cross-Border Mergers Directive into the Compa - nies Law, allowing for:
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