Companies Act

Contents

Introduction • Target Company • Acquiring Company Transaction Flow Regulatory Authorities • Regulator/Role

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8 Other Critical Issues • Court-ordered Meeting • Eliciting shareholders’ support ahead of the Court-ordered Meeting • Text of resolutions Documentation Requirements 9 9 9 10

Introduction In a merger transaction, the underlying goal is to consolidate the operations of the merging companies into one entity. In order to achieve this aim, the following objectives have to be accomplished: Target Company Existing Shareholders to surrender all fully paid shares for cancellation. Surrendered shares are referred to as “Scheme Shares”; All assets, liabilities and undertakings of the target company will be transferred to the acquiring company; and The target company will then the liquidated without being wound-up. Accordingly: Acquiring Company will be required to: Increase authorised share capital to accommodate creation of new shares which: a) will rank pari-passu in all respects; b) will form a single class of shares with the existing issued ordinary shares of the acquiring company; and c) holders of the target company’s shares will be allotted the shares of the acquiring company’s shares in exchange.

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Transaction flow

Week 1

Obtain corporate information from merging companies Commence drafting of pre-merger notice and Scheme document Confirm SEC registration companies’ shares status of

Financial advisers

Financial advisers

Financial advisers

Week 1 Week 2

Send draft Resolution to merging companies Send draft pre-scheme notice to merging companies Request format of proxy/voting admission cards from the Registrars/Company Secretaries of merging comapnies

Financial advisers Financial advisers

Financial advisers

Week 3

Send comments on pre-scheme notice to Financial advisers Finalise pre-scheme notice Finalise format of proxy/admission/voting forms

Merging companies Financial advisers Merging...