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Re: fsshon post# 400323

Wednesday, 06/11/2014 12:31:48 PM

Wednesday, June 11, 2014 12:31:48 PM

Post# of 730169
I did some research on M&A and takeovers on the Cayman Islands and found these interesting things (perhaps nothing new for the US shareholders):
http://www.solomonharris.com/mergers-and-acquisitions
They state:

At least one of the constituent companies must be a Cayman company, but the surviving or consolidated company may be either a Cayman company or a foreign company (being a company registered outside the Cayman Islands).



And here it is stated, that no shareholder approval would be needed if the acquired company is listed on a recognized stock exchange (like the NASDAQ), am I right, or do I read something wrong?

http://www.conyersdill.com/publication-files/Pub_Cay_Cayman_Islands_Mergers_and_Consolidations-0.pdf

3.3 Dissenting Shareholders
Any dissenting shareholder of a constituent company is entitled to payment of the fair value of shares held upon dissent to the merger or consolidation. Where the parties cannot agree on price, either party may file a petition to determine the fair value.
Note, however, that dissenting rights are generally not available if the shares are listed on a recognized stock exchange.
The rights of dissenting shareholders do not delay or impede the effective date of a merger or consolidation but rather run concurrently and may well extend past the
effective date. Shares of dissenting shareholders acquired by a company are to be cancelled and, if they are shares of the surviving company, are available for re­issue.



Any comments on this one??? Thanks!

Other interesting links:
http://www.mondaq.com/x/310340/M+A+Private%20equity/A+Legal+Overview+Of+MA+In+The+Cayman+Islands+And+British+Virgin+Islands
http://www.conyersdill.com/publication-files/Pub_CAY_Cayman_Mergers_Consolidations_Schemes_of_Arrangement_and_Takeovers.pdf

http://www.maplesandcalder.com/news/article/going-private-the-benefits-of-statutory-mergers-in-the-british-virgin-islands-327/
http://www.walkersglobal.com/Lists/News/Attachments/139/(Cayman)%20Schemes%20of%20Arrangement%20and%20Takeover%20Offers%20-%20A%20Comparison%20(3).pdf
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