GUINEA Law and Practice Contributed by: Yves Constant Amani, YAC & Partners
rights, the process is streamlined, and minority shareholders may be forced to sell. Article 191(2) of the AUSCGIe, allows cash compensation in place of shares, up to 10% of the total issued value. A capital reduction through share buybacks and cancellations can also remove minority share - holders. Article 647 of the AUSCGIe, permits companies to repurchase up to 1% of their share capital for cancellation. However, this is not viable for large-scale buyouts unless com - bined with a merger or restructuring. OHADA law also grants minority shareholders an exit right in some cases. If they oppose a merger, they can request the acquiring company to buy their shares, though this is not automatic and depends on company decisions and governance rules. Overall, OHADA law provides several ways to remove minority shareholders after a takeo- ver. Squeeze-outs require court approval and are rarely used. Mergers, particularly simpli - fied mergers, offer a structured approach when majority ownership thresholds are met. Capital reductions and share buybacks provide another route but have limitations. Minority shareholders may also request a buyout in merger disputes, but this is not guaranteed. 6.11 Irrevocable Commitments In OHADA corporate law, securing irrevocable commitments from principal shareholders to tender their shares or vote in favour of a takeover or merger is common to enhance deal certainty and discourage competing bids. These commit - ments are usually negotiated before the public announcement of the offer, particularly in friendly takeovers, to ensure key shareholder support. They typically take the form of lock-up agree -
ments, irrevocable tender commitments or vot - ing agreements, sometimes including standstill provisions to prevent shareholders from selling to competing bidders. While generally bind - ing, some agreements include fiduciary outs or superior offer clauses, allowing shareholders to withdraw if a better offer arises, often with a right for the initial acquirer to match it. Such commitments must comply with OHADA’s equal treatment of shareholders and disclosure rules in public offers. Under OHADA law, mandates that an offer be disclosed via an information document, which must be approved by the relevant stock market authority or, in its absence, by the finance min - ister of the concerned OHADA member state. According to Article 93 of the AUSCGIE, once approved, the bid must be published in legal announcement journals, on the company’s website, and, if applicable, on stock exchange platforms. The document must also be made available at the company’s registered office and through financial intermediaries involved in the transaction. 7. Disclosure 7.1 Making a Bid Public Regarding the timing of the public announce - ment, Article 93 stipulates that disclosure must take place as soon as possible and no later than the start of the offer period. For companies undergoing their first public listing, the same arti - cle requires that the information document be made available at least six working days before the offer closes. Additionally, Article 94 governs the advertising and promotional communication of bids, ensur -
809 CHAMBERS.COM
Powered by FlippingBook