MERGER AND ACQUISITIONS

Mamo TCV Advocates are particularly active in the field of mergers and acquisitions. The Firm has advised clients on the appropriate procedure to be used in merger and acquisition transactions, the consequences of such mergers and in the applicability of Maltese merger control regulations. It has negotiated and drafted agreements, resolutions and documentation and provided legal due diligence not only in relation to local companies, but also in relation to foreign multinational parties. The firm also handles the filing of this documentation with the Malta Financial Services Authority (MFSA). The firm has been very actively involved in most privatizations which have taken place in Malta over the past few years. 

 

Legal Background Information 

 

Mergers and acquisitions are regulated principally by the Companies Act, 1995 (Chapter 386 of the Laws of Malta) under the Title “Amalgamation of Companies”. The Act distinguishes between two types of amalgamation: namely, merger by acquisition; and merger by formation of a new company. 

 

Merger by Acquisition is the operation whereby a company acquires the assets and liabilities of another company in exchange for the issue to the shareholders of the target company of shares in the acquiring company.  

 

On the other hand, Merger by Formation of a new company is the operation whereby two or more companies deliver to a new company which they set up, all their assets and liabilities in exchange for the issue to the shareholders of the merging companies of shares in the new company. 

 

Merger control is then regulated by the Control of Concentrations Regulations issued under the Competition Act, 1995 (Chapter 379 of the laws of Malta). These Regulations provide legislation which regulates mergers from an anti-trust perspective. The criteria for notification of concentrations under these Regulations is based on the amount of aggregate turnover received in Malta by the undertakings concerned and thus Maltese merger control does not only refer to those mergers or acquisitions between parties operating in Malta, but also between companies which, although set up outside Malta, derive all or part of their turnover in Malta. Special Legislation and Regulations may also apply in relation to listed companies