Hi there - i'm not an expert on Bermuda Law - but here is a very brief summary per GOOGLE. Not all that different - but a key peculiarity is that those that dissent and win (in other words HOLD OUT) will receive their fruits. This doesnt flow through to the others, so those accepting the lower bid, do so at their own risk.
Amalgamation pursuant to the Companies Act 1981
This is the most common way in which acquisitions are effected in Bermuda. This type of transaction typically involves the bidder establishing a subsidiary company in Bermuda (acquisition vehicle) that amalgamates with the target company. The two companies then continue as one amalgamated company. The shareholders of the target company may receive:
- Cash consideration.
- Shares in the bidder.
- A combination of the above.
A resolution passed by at least 75% of those voting at a shareholders' meeting of the target company at which holders of 33% of the company's shares are present is required to approve the amalgamation unless the bye-laws of the relevant company provide otherwise. It is relatively common for listed companies to provide in their bye-laws that an amalgamation may be approved by a simple majority vote and that two shareholders may form a quorum.
Any shareholder who did not vote in favour of the amalgamation and is not satisfied that he has been offered fair value for his shares (dissenting shareholder) can, within one month of the notice of the meeting of the shareholders, apply to the Bermuda courts for an appraisal of the fair value of his shares. Such an application would not prevent the amalgamation from taking place. Following an appraisal, the company can choose to pay the dissenting shareholder an amount equal to the fair value of his shares (as appraised by the court) or terminate the amalgamation.
The principal features of the amalgamated company under Bermuda law are the:
- Target company and the bidder's acquisition vehicle continuing in existence as one company.
- Amalgamated company becomes the owner of the property of both the target company and the acquisition vehicle by operation of law.
- Amalgamated company continues to be liable for the obligations of both the target company and the acquisition vehicle and any existing causes of action or the prosecution of pending proceedings continue and are unaffected by the amalgamation. Any judgment in favour of or against the target company or the acquisition vehicle can be enforced by or against the amalgamated company.
