▪ By Afrah Almas

(Associate Commercial)
▪ Ph - +968 – 24473212

▪ afrah@anlawoman.com

▪ admin@anlawoman.com
The Process :
Step 1: Step 2: Step 3:
Offeror monitors trading Offeror shall appoint an Offeror immediately makes a
movements of Offeree. advisor. takeover advertisement in addition to
(Refer to further explanation no.1) that if the offeror is a listed company,
then it discloses offer on the website
of MSM.
(Refer to further explanation no.3)

Step 6: Step 5: Step 4:

Offeror shall within 4 Board of Directors after Offeror must provide a written notice
days from sending written receiving the written notice to :
notice, submit the offer must : a) Board of Directors of the Offeree
document to the CMA for a) Disclose through the MSM b) the CMA & MSM
consent, after paying five website and make public
in one thousand (0.5%) of announcement in daily
total market value of newspaper within 24 hours.
shares to be acquired. To also whether seeking
more offers.
b) Dispatch said announcement
to the shareholders.
(Refer to further explanation no.4)
Step 7:
Offeror to send offer
document that is consented
by CMA to the Board of
Directors of offeree &
Offeree shareholders withing
21 days from sending the
written notice.
(Refer to further explanation no.5)
Step 12:
Offeror to pay cash
consideration to all
offerees accepting the
takeover offer within 10
days from the date of
closure of the takeover
offer.
Step 8*:
(Refer to further explanation no.6)
This step comes in play only
in case of “Reverse
Takeover”. Board of
Directors of the Offeror
shall obtain approval of all
share holders before sending
the offer document.
Step 11:
Board of Directors of
Offeree to appoint an
Independent advisor to give
an independent advise
report to Board of Directors
& CMA within 10 days
from giving offer document
to shareholders.
(Refer to further explanation no.2)
Step 9:
Board of Directors of Offeree to
issue comments, opinions &
information on offer, in form of a
report(together with independent
advice report) to every Offeree
shareholder & CMA within 10 days
from receiving offer document.
Step 10:
Board of Directors of Offeree to
disclose all information to the
shareholders for making of an
informed decision (that includes
financial documents and legal due
diligence documents). Directors with
conflicting interests to abstain from
making any recommendations.
The detailed provisions
are entailed in the
Takeover code. The
extracts from the code
is mentioned in this
article.
Contents of the Advisor and Independent Advisor:
1. Advisor:
• An Advisor is an issue manager licenced by the CMA and • An Independent Advisor is an issue manager licenced by the CMA
appointed by the offeror.
• The offeror shall appoint an advisor to do the following:
a) Provide advise that would enable the person
concerned to make informed decisions;
b) Facilitate early consultation with and consideration by
the CMA (if necessary) to enable prompt action by
persons involved in a takeover offer or acquisition;
c) Ensure that any application pertaining to a takeover
offer or compulsory acquisition complies with the
format and content of the applications specified in the
form issued by the CMA;
d) Ensure that the offeror is able to implement the
takeover and acquisition and ensure the offeror is able
to implement the takeover and acquisition and ensure
the offeror’s solvency and ability to discharge the
obligations resulting from making the offer; and
e) The notice of the takeover offer is dispatched when
the obligation arises.
2. Independent Advisor:
and appointed by the offeree or offeror (where there is conflict of
interest with the offeree or on exercising a reverse takeover).
• The independent advisor shall have the following duties:
a) To prepare the independent advice report with comments,
opinions and recommendations on a takeover offer for the
offeree shareholders and the CMA;
b) The report must be independent from any conflict of
interest;
c) To issue a similar report in case of reverse takeover;
d) disclose all information that the offeror shareholders, the
board of directors of the offeree, the offeree shareholders,
the holders of convertible securities and their advisers
would reasonably require to find in the independent advice
report issued or for the purpose of making an informed
decision as to the merits of accepting or rejecting the
takeover offer; and
e) shall include in the independent advice report to the board
of directors of the offeree all information and statements as
required under the form prepared by the CMA.
3. Takeover Advertisement:
▪ Takeover Advertisement or Press Advertisement is an
advertisement to be issued in at least two (2)
newspapers, one of which shall be in Arabic language
and one in English language for two (2) consecutive
days.
▪ The offeror shall immediately make the advertisement.
▪ If the offeror is a listed company, then in addition to
thew advertisement, it must disclose the takeover offer
on the website of the MSM
4. Written Notice:
▪ The offeror after making the advertisement shall before the trading
session of MSM send a written notice to the Board of Directors of the
Offeree, the CMA & the MSM.
▪ The written notice shall include the bellow information:
a) the identity of the offeror and all the persons in concert with the
Offeror;
b) The basis of the offer price;
c) The consideration for shares and convertible securities, if other than by
way of cash and method of computing and evaluation;
d) The type and total number of shares of the offeree acquired or controlled
by the offeror or any person acting in concert with the offeror;
e) The details of any existing or proposed agreement, arrangement
or understanding relating to voting shares between the offeror
or any person acting in concert with the offeror and the offeree
shareholders; and
f) The term and conditions of the takeover offer, including
conditions relating to acceptances, listing and increase in
capital.
▪ The offer document must include:
a) A statement that the CMA have consented to the offer document and that the consent of the
CMA shall not be taken to suggest that the CMA recommends the takeover offer;
b) All information and statements as required on the form prepared by the CMA.
▪ The “Reverse takeover” has been explained in the Act as a situation where an offeror makes a
takeover offer for the voting shares of an offeree by means of an exchange of shares, such that
if the takeover offer is accepted, the offeree shareholders would have voting shares in the
offeror.
▪ The 8th step in the process comes in play only in case of “Reverse Takeover”. Board of
Directors of the Offeror shall obtain approval of all share holders before sending the offer
document.
▪ After receiving the offer document, the Board of Directors of the offeree shall appoint an
independent advisor, if the takeover offer is a reverse takeover.
▪ Offeror shall not withdraw the offer after having received acceptance.
▪ The takeover offer shall lapse if 75% or more of voting shares is not fulfilled before 2.00 p.m. on the 60 th day from the date of
receiving offer document.
▪ Offeree may withdraw his acceptance within the offer period, unless offeror has announced the acceptance of 75% of voting
shares.
▪ Offeror or any person acting in concert with the offeror, has purchased or agreed to purchase any voting shares of the offeree
during the offer period at a higher consideration than the consideration in the offer document, the offeror shall increase the
consideration of the takeover offer, to not less than the highest price of the voting shares purchased prior to the offer period.
▪ In such case the offeror shall immediately announce to the public in the daily newspaper and disclose in the MSM’s website the
revised offer price, and the number of voting shares to be purchased or agreed to be purchased.
▪ The offeror, shall pay the cash consideration to all offerees accepting the takeover offer within ten (10) days from the date of
closure of the takeover offer.
▪ In case the transaction only deals with securities, the offeror shall credit the consideration to the securities accounts with
Muscat Clearing and Depository Company (MCD) of all the persons accepting the takeover offer, within fourteen (14) days
from the date of closure of the takeover offer.
▪ the offeror offers securities traded on the MSM as consideration for the takeover offer, the value of the consideration to be paid
shall be:
a) in the case of unissued securities, the price shall be as approved by the extraordinary general meeting of the offeror’s
shareholder.
b) in the case of issued securities, the price to be calculated is at the weighted average market price for the past five (5)
trading days preceding the date of the written notice of the takeover offer.
▪ An offeror shall keep a takeover offer open for acceptance for a period of at least 21 days, but
in any case, shall not be more than 74 days, from the dispatch of the offer document to the
shareholders of the offeree. Where there is a competing takeover offer made during such
period, the original offer period shall commence from the date of dispatch of the competing
takeover offer document.