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ASAR – highlights important notes on Takeovers and Mandatory Offers

ASAR, Kuwait’s leading and most prominent corporate law firm, and one of the region’s top tier firms recently hosted a seminar which focused on takeovers and mandatory offers under the Kuwait Capital Markets Law and the bylaws thereto (CML). The event was held in collaboration with Corporate Counsel Middle East (CCME), Kuwait Chapter at the JW Marriott Hotel – Kuwait City.

During the event, Mr. Ibrahim Sattout and Mr. John Cunha, Partners at ASAR, discussed a number of provisions concerning recent resolutions and announcements which have been issued by the Kuwait Capital Markets Authority (CMA). Such provisions included the requirements of the CMA vis-à-vis the offering documentation and its contents under both a takeover and mandatory offer scenario, and pricing considerations.

Highlighting on the steps during a Takeover process and Mandatory offers, Mr. Ibrahim Sattout said, “Takeovers and mandatory offers are governed under the CML. Under the Takeover process, the Kuwait Competition Authority must be informed of any takeover bid, relevant approvals must be obtained, and specialized advice sought on the overall takeover bid from independent investment advisors licensed by the CMA, and shareholders of the Target and the Bidder advised of the same.”

He noted that unless the CMA decides to exempt a transaction taking into consideration public interest and the interests of remaining shareholders, that mandatory offers must be made on an unconditional basis to the remaining shareholders in a Target where a person, or group of their subsidiaries or allied parties (Bidder), directly, or indirectly, comes into possession of more than 30% of shares granting voting rights in a Target.

Mr. John Cunha, said: “As part of the Kuwait Capital Markets Authority jurisdiction to increase transparency and improve the overall performance of Kuwait’s capital markets, ASAR continues to work on assisting companies with their corporate legal infrastructure through providing sound legal advice given the country’s business regulations. The firm was able throughout the years to help a range of foreign entities on relevant operations, in line with the established framework for mergers and acquisitions.”

Corporate Counsel Middle East is a professional body exclusively for in-house counsel in the Middle East.  It includes more than 200 active members, a network of 500+ in-house counsel and over 1,000 practising lawyers in the Middle East.  It has recently extended its operations to Kuwait and this seminar is part of a series of free events sponsored by leading law firms in the Middle East, designed to promote the development of in-house lawyers and in-house practice across the GCC and to support the environment for growth and development of business in Kuwait.

Khalid Khan, Corporate Counsel Middle East’s board member in Kuwait said: “As Kuwait’s legal system continues to evolve to meet global challenges, businesses and their in-house legal advisors must keep up.  A strong, functioning legal system is essential to promote a country’s growth and development.  We are proud to work with ASAR and other leading law firms to offer free seminars like this one that keep businesses up-to-date with changes in the law and help to ensure that they grow safely and in line with international best practices.”

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With dedicated offices in Kuwait and Bahrain coupled with its associated offices and relationships, ASAR provides clients across an extensive range of industry sectors with comprehensive legal advice and support for their business activities in Kuwait, across the GCC and beyond.

The firm has been consistently rated as the leading corporate and commercial law firm in Kuwait by reputable legal guides such as the Chambers Global Guide, International Financial Law Review and the Legal 500. In their annual law firm Global Guide for 2013, Chambers & Partners have exclusively ranked ASAR as Kuwait’s only tier 1 law firm for business law. In 2013, ASAR was awarded “National Law firm of the Year” by the International Financial Law Review (IFLR), the market-leading guide for financial law firms worldwide. The firm also won the “Restructuring deal of the year award” award by IFLR this year.