In terms of Maltese law (Chapter 386 of the Laws of Malta), a merger can be effected between limited companies per se and partnerships.
There are mainly two ways allowed in which a merger of two or more companies may take place.
One manner is the situation of a purchaser company acquiring all assets and liabilities of shareholders of the merged company in exchange for the issue to the shareholders of the companies being acquired of shares in the acquiring company; this is called a merger by acquisition.
And second way would typically be when companies set up a new company and deliver to it all their assets and liabilities in exchange for the issue to the shareholders of the merging companies of shares in the new company; this is called merger by formation of a new company.
Is is possible to carry out such mergers within the territory of Malta but also within the European Union in terms of the Mergers Directive (Council Directive 90/434/EEC).
The legal and regulatory intricacies of mergers and acquisition require a detailed understanding of the relative provisions of the Companies Act 1995 with respect to mergers and divisions, as well as being aware of the respective provisions of Council Directive 90/434/EEC with respect to cross-border mergers.
Our team of in-house lawyers has helped clients restructure their groups in the most legal and tax efficient way within the terms of applicable law.
Our experts can advise you and help you with legal, tax, financial due diligence, transaction structuring and contract drafting and negotiation: info@griffithsassoc.com
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