Mergers and Acquisitions

Mergers and acquisitions in Malta can take various forms, with common structures including the transfer of shares, subscription to new share issues, merger by acquisition, merger by the formation of a new company, joint venture agreements, and property transfer during business incorporation.

In a merger by acquisition, the acquiring company assumes all assets, rights, liabilities, and obligations of the target company, making the target company cease to exist. Shareholders of the target company become shareholders of the acquiring company.

A merger by the formation of a new company is akin to a merger by acquisition, where two or more companies merge to create an entirely new entity holding the combined assets, rights, liabilities, and obligations of the merging companies.

Consideration in a takeover bid may include securities, cash, or a combination, but cash consideration is mandatory. A bid should only be announced if the offeror can fully meet any cash consideration and ensure the implementation of any consideration.

The Control of Concentrations Regulations (CCRs) oversees concentrations, defined as mergers and acquisitions involving direct or indirect control of one or more undertakings. Notification of concentrations to the Directorate General (DG) is required within 15 working days after the agreement, public bid announcement, or acquisition of controlling interest.

The party acquiring control completes the notification, and in the case of joint control acquisition or merger, the notification is submitted jointly. The DG decides on CCR applicability within six weeks, initiating proceedings for infringing concentrations or declaring lawful concentrations without infringement. In cases raising serious doubts, the DG issues a decision within four months. Simplified procedure cases receive a short form decision within four weeks of notification.

If you have specific questions or need detailed information on any particular aspect, please feel free to contact us.