ASAR Bahrain acted as sole legal adviser to Bahrain Family Leisure Company B.S.C. (BFLC), a Bahrain Bourse-listed entity, on the completion of its share-swap reverse merger with Truffle Hospitality Holding W.L.L., a privately held hospitality platform backed by Dividend Gate Capital.

The transaction marks the first completed reverse merger on Bahrain Bourse and only the second instance in which a whitewash resolution has been utilised in Bahrain. It provides a pathway for private companies to access public markets by combining with a listed entity, without undertaking a traditional IPO process.

Structured as a share-swap, BFLC issued new shares in exchange for 100% of the share capital of Truffle Hospitality Holding, resulting in a change of control and the consolidation of Truffle into the listed group. The merger creates one of the largest listed hospitality and food & beverage groups on the Bahrain Bourse, with Dividend Gate Capital emerging as the majority shareholder following completion.

ASAR Bahrain advised on the structuring and execution of the transaction, including drafting and negotiating transaction documentation, capital markets regulatory compliance, and coordinating filings and approvals with the Bahrain Bourse and the Central Bank of Bahrain. The team also advised on the shareholder circular, disclosure obligations and the whitewash resolution under Module TMA of the CBB Rulebook.

The transaction brought together listed and private stakeholders and involved navigating  takeover rules, shareholder approvals and regulatory scrutiny in a developing area of Bahrain’s capital markets.

The completed merger introduces a structure that may inform future capital markets transaction in Bahrain.

The ASAR Bahrain team included Simone Del Nevo, David Walker, Amal Lari, Sherif Saad Eldin, Rahul Sud, Ahmed Al-Saeed, Maram Sharaf and Inas Serhrouchni.