EGYPT Law and Practice Contributed by: Mohamed Hashish, Farida Rezk, Omar Aboul-Ella and Mariam Rabie, Soliman, Hashish & Partners
1. Trends 1.1 M&A Market
ity (FRA) for the execution of the share trans - fer pursuant to the relevant laws. However, the acquisition of listed shares is either undertaken by way of a tender offer or through open-market transactions. An acquisition of a private business can be undertaken in two different ways: • spin-off (eg, horizontal spin-off) or split-off (eg, vertical split-off) to acquire the target business; or • assignment of the contracts that relate to the business by way of subrogation. In respect of an acquisition of assets, the struc - ture is determined based on several elements, including the type and location of the assets and the legal system governing the company owning the assets. There are also several elements that must be taken into consideration in structuring any acquisition and disposal transactions in Egypt, such as: • the legal systems governing the target com - pany, business or asset (if any); • the country from which the target company, business or asset will be acquired; • the location of the target company, business or asset; and • whether the target shares in the JSC are centrally registered with the Misr for Central Clearing, Depository and Registry (MCDR). 2.2 Primary Regulators The primary regulators for M&A activity in Egypt are as follows: • the General Authority for Investment and Free Zones (GAFI);
Over the past 12 months, Egypt’s M&A activity saw a 21% increase in its deal volume, with 46 transactions completed in the first half of 2024 compared to 38 during the same period in 2023, as reported by PwC in late 2024. 1.2 Key Trends The top trends in Egypt in the past 12 months include deals in the financial technology, non- banking financial services, healthcare and ener - gy sectors. 1.3 Key Industries In the past 12 months, industries such as finan - cial services, particularly non-banking financial services, tourism, real estate, infrastructure and healthcare have been the most active. Other key industries such as energy and power have been a significant source of inbound investment in Egypt, with current investments under way in renewable energy and green bonds. 2. Overview of Regulatory Field 2.1 Acquiring a Company Under Egyptian law, the process of any transac - tion is determined by the form of the company. In that regard, an acquisition may involve a transfer of quotas in limited liability companies (LLCs) or shares in joint stock companies (JSCs). Acquiring quotas in an LLC requires a transfer agreement between the parties and its notarisa - tion by a notary public, and the annotation of such transfer in the company’s corporate docu - ments. On the other hand, a transfer of shares in a JSC involves the Egyptian Stock Exchange (EGX) and the Financial Regulatory Author -
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