Your client is a listed company in both Dhaka and Chittagong Stock Exchanges. Board of Directors of your client company decided to merge with another company. You are asked to advise your client on the legal steps to follow in line with the regulatory requirements of relevant corporate and regulatory authorities of Bangladesh.

Regulations relating to compromise for amalgamation/ Merger of Companies

A Company if it is authorized by its Articles may decide to merge with other Company by passing a special resolution having permission from the Court. Where a compromise or arrangement is proposed between two Companies the process of such compromise or arrangement is to be conducted in a manner as the Court directs.

As per section 228(2) if a majority in number representing three-fourths in value of creditors or of members as the case may be, present either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall if sanctioned by the court be binding on all the creditors, members and the company.

As per section 228(4) a certified copy of the order of the Court is to be filed with Registrar. Where an application is placed before the Court for the sanctioning of a compromise arrangement purpose between the companies in connection with a scheme for reconstruction of any company or companies for the amalgamation of any two or more companies, and that under the scheme the whole or any part of under taking and the property of the company concerned in the scheme (transferor company) is to be transferred to another company (transferee company). In this regard the court may order that:

a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;

b) the allotting or apportioning by the transferee company of any shares, debentures, policies, or other like interests in that company to or for any person;

c) the continuation by or against the transferee company of any legal proceeding pending by or against any transferor company ;

d) the dissolution, without winding up, of any transferor company;

e) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out.

A scheme or contract involves the transfer of shares or any class of shares in a company (Transferor Company) to another company (Transferee Company). Within 120 days after making of the offer on that behalf by the transferee company, the offers is to be approved by the holders of not less than 3/4th in value of the shared affected.