ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Tachat Voskanyan, HAP
pany (companies) and all obligations related to creditors and debtors, including disputed obli - gations. The issues discussed during the joint general meeting differ depending on the ongoing pro - cess, considering their peculiarities conditioned by the termination of companies’ activities. The joint general meeting of participants/share - holders of companies involved in the merger acts as the founding meeting of the new legal entity formed after the merger. It is held by the body and within the timeframes set in the merger agreement. During the meeting, decisions are made on key issues such as approving the char - ter, authorised capital, share placement results, and electing management bodies. In the case of an acquisition, the general meet - ing of participants/shareholders of the acquir - ing company decides on necessary changes to the company’s charter, approves the acquisi - tion agreement and transfer act, and, if needed, addresses other related issues. 6. Structuring 6.1 Length of Process for Acquisition/ Sale The duration of mergers and acquisitions in RA depends on the type of transaction, the number of parties, workload, complexity, and other fac - tors. The process usually includes negotiations, due diligence, drafting agreements (considering due diligence results), agreement coordination and finalisation, signing, regulatory approvals, rights registration, and other steps. Small and medium-sized transactions are usu - ally completed within three to six months, while
large transactions that require regulatory approv - als can take 6-12 months. 6.2 Mandatory Offer Threshold According to Article 56.1, part 1 of the “Law on JSC,” at the request of the shareholder holding directly and solely at least 95% of the company’s voting stocks and votes concurrently granted thereby an extraordinary meeting shall be con - vened, where a decision shall be rendered on repurchasing and assigning to the shareholder submitting a request the voting stocks of other shareholders of a Company (except for stocks belonging to the RA and the communities). According to part 1 of Article 56.2 of the same law, an extraordinary meeting is convened at the request of a shareholder who owns not more than 5% of the company’s voting stocks and, simultaneously, the votes provided by them, which decides on the repurchase of the stock of the requesting shareholder, if the company has a shareholder as provided for in part 1 of Article 56.1 of this law. As stated by the “Law on Securities Market,” if a person acquires more than 75% of an issuer’s equity securities through one or more transactions, they must make a tender offer to purchase all remaining securities of that class, following the requirements of this Chapter. This rule applies to share purchases on the stock exchange. However, the requirement does not apply in the following cases: • a person has become the holder of more than 75 per cent of securities of the given class as a result of a reduction of the authorised capital of the given company; • the person has become the holder of more than 75 per cent of securities of the given class as the result of a voluntary securities
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