Commercial Companies Law

Article 299 — Article (299) Acquisition

Part Seven: Conversion, Merger, Divestiture and Acquisition of Companies · Chapter Four: Acquisition

1. Any person or an associated group – as determined by the resolution issued by the SCA in this respect – purchasing or carrying out any act that may lead to the acquisition of shares or securities that are convertible into shares in the capital of a public joint stock company incorporated in the State, which has offered its shares for public offering or is listed in a financial market in the State, shall be required to comply with the provisions of the resolution issued by the SCA on acquisition. 2. It shall be permissible for the conditions and procedures issued by the SCA to regulate the acquisitions to include a condition stipulating that any person whose ownership in the capital has reached the percentage determined by the SCA shall have the right to obligate the minority shareholders to assign their shares in the acquired company in such a person's favor. In addition to a condition stipulating that the minority shareholders holding the percentage determined by the SCA are entitled to obligate any person whose ownership in the capital has reached the percentage determined by the SCA, to accept the shareholders' assignment of their shares to such a person, in exchange for a financial consideration that is compatible with the provisions of the resolutions regulating the conditions and procedures of acquisitions issued by the SCA. The SCA shall execute the transfer of ownership of the securities assigned. 3. It shall be permissible for the company – under a special resolution – to increase its issued capital in order to acquire an existing company and to issue new shares for the partners or shareholders in this acquired company. The acquisition shall be excluded from the provisions of Articles [201], [200]and [199] of this Decree Law.

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