Merger and Acquisition Agreements

The mergers and acquisitions regulations apply in any situation where there is restricted purchase of, or a restricted offer for, the shares of any listed company, or where there is a takeover offer or a reverse takeover relating to any listed company. The regulations ensure that offeror and offeree act in the best interests of the share holders, and grant them sufficient information and advice in order to reach a properly informed decision.
Following certain announcements, the offeror must submit to the CMA, for its approval, a takeover timetable including shareholders’ approval of the takeover, the delivery of the final offer document to it, the publication of the offer document and making it available to the board of directors of the offeree company, the earliest permitted first closing date of the offer and the last date on which it is no longer unconditional as to acceptances.
The offer document must include:
1.A heading stating that an independent financial adviser authorized by the CMA must be consulted if there is any doubt about the offer;
2.The date when the document is published, the name and address of the offeror and of any person making the offer on behalf of the offeror;
3.Details of the securities for which the offer is made, including whether they will be transferred with dividends;
4.The total payment proffered.
5.The closing market price for the securities to be acquired and securities offered, for the first day in each of the six months immediately before the date of the publication of the offer document for the last day before the commencement of the offer period and for the latest available date before the publication of the offer document (quotations stated in respect of securities listed on the exchange should be taken from the official list and, if any of the securities are not so listed, any information available as to the number and price transactions which have taken place during the preceding six months should be stated together with the source, or an appropriate negative statement).
6.In the case of securities exchange offer, particulars of the first dividends or interest, capital and redemption and a statement indicating the effect of acceptance on the capital and income position of the offeree company’s shareholders; and
7.In the case of s securities exchange offer, the effect of full acceptance of the offer upon the offeror’s assets, profits and business which may be significant for a proper appraisal of the offer.
The offer document must be submitted by the offeror to the CMA for its approval prior to publication; the time frame for the granting of approval by the CMA is thirty days from receiving the requisite information and documents.  The CMA has the discretion to accept the offer document and grant its approval to the offer it is satisfied that the offer is in the interests of investors and that it does not breach the Capital Market Regulation or the implementing rules.
As regards acquisition of a going concern corporate NLF provides clients with the following:
1.Letter of Intent
2.Confidentiality Agreement
3.Legal Due Diligence:
Legal due diligence is key to identifying whether to proceed with the transaction and proposed acquisition and at what price identifying issues or problems associated with the target and will generally assist you in better understanding your potential partner. due diligence, however, can be challenging and time consuming where the local parties lack familiarity with due diligence and the due diligence process.
Legal due diligence focuses on a range of issues including:
  • Corporate authority.
  • Ownership of assets.
  • Regulatory compliance.
  • Contractual rights and liability.
  • Claims against target.
Such issues can radically affect the value of a deal some other issues that may relate to legal due diligence includes:
1.Trade mark and other intellectual property rights owned by an other company within the target’s group.
2.Insufficient document to show who owns land and buildings or other assets.
3.Land and buildings owned by other entities.
4.Security and debts being insufficiently documented
5.Buildings have being constructed without appropriate permits and approvals.
Some issues can be resolved, others are more problematic irrespective, the investor wants to know what is the situation is before he commits capital to the project.