[ad_1]
The Securities and Commodities Authority (SCA) confirmed that acquisition is one of the most important ways for companies to expand their markets, businesses and products in order to increase their revenues and profits.
Noting that acquisitions have recently experienced significant growth worldwide and that their values and volumes have reached record highs. The Authority stated that there were four types of acquisitions: voluntary, partial, mandatory and mandatory.
The Authority said in a report published on its website that the acquisition meant the financial and administrative control of a given entity over the business of another company, by the company. Acquisition of securities of the acquired company, either through a special agreement, or from a transaction or arrangement resulting in the acquisition by the acquirer an interest in Capital or voting rights of the acquired company.
Optional and partial
The Authority has separated the four types of acquisitions, the first of which is the voluntary acquisition of 30% of the company's capital + one security. Among the success conditions of this type is the number of securities offered at the end of the 50% offer period. One or more.
The second type of acquisition is partial, ie an offer to purchase a certain percentage of the shares of the target company leading to the 50% holding of one or more securities. The conditions of success of this type are that the securities offered at the end of the offer period are equal to the number required for the acquisition or more In addition to offering all shareholders and obtaining the quantity required proportionally.
Mandatory and obligatory
The third type is compulsory acquisition, ie if the ownership of a single person or a group of persons or related parties – 30% + one or more securities of paid-up capital or rights of the target company and the conditions of its success Obtaining 50% + one or more titles.
The fourth and last type is compulsory acquisition and the first two elements concern it: If a related party or a group acquires 90% of the capital and voting rights of the acquired company, any other shareholder holding at least 3% of the capital may ask the acquiree for an offer to buy minority shares.
The second element is intended for the acquirer, who has acquired 90% + one or more securities, to ask the Authority to approve a binding offer to obligate the minority of the owners of the securities to sell / exchange any securities that they hold for the acquirer, the acquisition by the acquiree is allowed within a maximum period of 60 days from the date of the final settlement of the initial offer.
The Authority stated that in case of acquisition, the acquired company often kept its operations and operations normally, but that the ownership of its shares was transferred to the acquiree and that, in this case, the acquirer was able to control the acquired company.
The decisions
The Authority pointed out that there were two forms of acquisition, the first being the total: the acquisition consists of a full purchase of all the assets of the acquired company. The second is partial: the company holds a portion of the shares of the company and the companies often seek a partial purchase, until the amount of shares acquired allows the acquired company to control the shares. decisions of the board of directors of the company or to participate actively in its management.
The acquisition and the merger are followed by two very important transactions: the first is the exchange of shares: the owners of the acquired company's shares give up in exchange for a non-monetary counterpart consisting of shares of one or more several companies owned by the tenderer or one of the persons acting in concert with him
The second process is "control" and means the ability to influence or control directly or indirectly the appointment of the majority of the members of the board of directors of the acquired company or the decisions rendered by it or the company. by the general meeting of the company concerned, which is one of the objectives of the merger or the acquisition.
Transaction models without an offer of purchase
The Securities and Commodities Authority (SCA) indicated that there were several examples of transaction models in which no offer to purchase had been made.
Acquisition of shares by the government or by a strategic investor or acquisition for the purpose of restructuring companies in difficulty or the transfer of shares resulting from an inheritance, a will, and the holding of securities at the time of the signature of the subscription agreement or the waiver of shares between the holding company and its subsidiaries or between Affiliate companies.
Source link
