Mergers & Acquisitions
Acquisitions, Disposals, Takeovers, Amalgamations, Demergers and group reorganisations.
SC Legal acts for buyers, sellers, investors, boards and lenders on mergers and acquisitions in Mauritius. We advise on share and asset deals, takeovers of listed companies, amalgamations and schemes of arrangement under the Companies Act 2001, share buybacks, delistings and group reorganisations, for domestic, listed and global business companies.
Shaheena Carrim wrote the Mauritius chapter of the ICLG Mergers & Acquisitions 2024 guide. We run each transaction from the first structuring call through to completion and the post-completion filings.
What M&A work do we handle?
- Acquisitions and disposals of shares and businesses.
- Takeover offers for listed companies, including offers made to delist.
- Amalgamations, long form and short form, and schemes of arrangement.
- Demergers, hive-downs and group reorganisations.
- Share buybacks, redemptions and capital reductions.
- Minority exits and squeeze-out strategies.
- Joint ventures and investment agreements with preference or convertible instruments.
- Legal due diligence, vendor due diligence and disclosure.
How a Mauritian acquisition is structured
Most deals start with a choice between buying shares and buying assets. A share purchase transfers the company with its history, contracts and liabilities, so due diligence and warranty protection carry the weight. An asset purchase lets the buyer choose what it takes, but each contract, licence and employee transfer has to be dealt with separately.
We draft and negotiate term sheets, share and asset purchase agreements, shareholders' agreements, disclosure letters and escrow or deferred consideration arrangements. Where the target owns immovable property in Mauritius, the structure must also account for land transfer tax and registration duty, and for the restrictions on property ownership by non-citizens.
Amalgamations and schemes of arrangement
The Companies Act 2001 allows two or more companies to amalgamate and continue as one. A long-form amalgamation needs an amalgamation proposal approved by the shareholders of each company. A short-form procedure is available within a group, for example between a holding company and a wholly owned subsidiary. Creditors must be given notice and may object.
A scheme of arrangement or compromise under the Act, approved by the court, can bind dissenting shareholders or creditors once the required majorities vote in favour. We advise on which route fits, prepare the board and shareholder documents, and handle the court application where one is needed.
Takeovers and listed companies
Acquisitions of control in listed and reporting issuers are governed by the Securities (Takeovers) Rules 2010 under the Securities Act 2005. The Rules set when a mandatory offer is triggered, the content of the offer document, the independent board's duties and the timetable. A takeover offer is also the usual route to delist a company from the Stock Exchange of Mauritius. We act for offerors and for target boards.
Regulatory approvals
Deals often need consents before completion. A change in shareholding of an FSC licensee needs FSC approval under the Financial Services Act 2007. Banks, insurers and telecoms operators have their own regulators. Larger transactions may need review under the Competition Act 2007. We map the approvals at the term sheet stage so they drive the timetable rather than delay it.
Frequently asked questions
How does an amalgamation work under the Companies Act 2001?
The boards approve an amalgamation proposal, each company's shareholders approve it by special resolution, creditors receive notice, and the documents are filed with the Registrar of Companies. On the effective date, the amalgamating companies continue as one company holding all their assets and liabilities.
When do the Securities (Takeovers) Rules 2010 apply?
They apply to acquisitions of shares in companies listed on the Stock Exchange of Mauritius and other reporting issuers. They govern when an offer must be made, how it is documented and how the target board responds.
Does an acquisition in Mauritius need regulatory approval?
It depends on the target. Banks, insurers and other regulated businesses need their sector regulator's consent. Some transactions also require assessment under the Competition Act 2007.
Can a Mauritian company buy back its own shares?
Yes, if its constitution permits it and the board is satisfied the company will meet the solvency test after the buyback. The Companies Act 2001 sets the procedure, including disclosure to shareholders and rules for offers made to some shareholders only.
A transaction usually draws on several areas. See also our corporate and commercial, financing and taxation pages.