Bahrain’s First Reverse Merger: ASAR Advises BFLC and Truffle Hospitality on Share-Swap Transaction

Bahrain’s First Reverse Merger: ASAR Advises BFLC and Truffle Hospitality on Share-Swap Transaction

Bahrain Family Leisure Company (BFLC), a Bahrain Bourse-listed hospitality and entertainment company, has signed a definitive agreement to acquire Truffle Hospitality Holding W.L.L., the food and beverage subsidiary of Dividend Gate Capital, by way of a share-swap reverse merger. Upon completion, Truffle will become a wholly owned subsidiary of BFLC, with Dividend Gate Capital becoming the majority shareholder of the listed entity, subject to shareholder and regulatory approvals.

ASAR Bahrain advised on the structuring and implementation of the reverse merger, including corporate and capital markets regulatory compliance, drafting and negotiation of transaction documentation, coordination of filings with the Bahrain Bourse and the Central Bank of Bahrain (CBB), and advice on shareholder circulars, disclosure obligations and market conduct requirements. We also advised on the whitewash procedure under Module TMA of Volume 6 of the CBB Rulebook in connection with the waiver of mandatory takeover provisions.

The transaction is expected to represent the first completed reverse merger in Bahrain and only the second capital markets transaction in the jurisdiction to invoke the whitewash mechanism under the CBB Rulebook. The structure enabled a private hospitality group to combine with a listed entity without undertaking a traditional IPO, requiring close coordination across regulatory authorities and stakeholders in both private and public company environment

The ASAR Bahrain team working on the deal included Simone Del Nevo (Partner), David Walker (Partner), Sherif Saad Eldin (Senior Associate), Rahul Sud (Senior Associate), Ahmed Al-Saeed (Associate) and Maram Sharaf (Associate).