Tender Offer Memorandum Template for the United Arab Emirates

A Tender Offer Memorandum is your essential legal document when conducting public share acquisitions in the United Arab Emirates. This comprehensive disclosure document serves as the primary communication between the acquiring company and target shareholders, providing all material information needed to evaluate a tender offer proposal.

When do you need this document?

You'll require a Tender Offer Memorandum whenever your company seeks to acquire shares through a public tender offer on UAE stock exchanges like ADX or DFM. This document becomes mandatory when making offers for public shareholding companies, whether the transaction is a friendly acquisition supported by the target's board or a hostile takeover proceeding without management consent. The memorandum is also essential when conducting partial offers for specific percentages of shares, mandatory offers triggered by crossing ownership thresholds, or competing offers where multiple parties bid for the same target company.

Key legal considerations

Your Tender Offer Memorandum must contain specific mandatory disclosures under UAE law, including detailed offer terms, acceptance conditions, and withdrawal rights. The document requires comprehensive financial information about both the offeror and target companies, including audited financial statements and pro forma financial data. You must clearly outline the strategic rationale for the acquisition, financing arrangements, and any conditions precedent that could affect offer completion. The memorandum should address potential conflicts of interest, related party transactions, and any material agreements between the parties. Competition law implications must be disclosed if the transaction requires approval from UAE competition authorities, and you must include detailed timelines for offer acceptance, settlement procedures, and compulsory acquisition rights if applicable.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 32 of 2021 and SCA Board Resolution No. 18/R.M of 2017, your memorandum must meet strict regulatory standards for content, timing, and distribution. The Securities and Commodities Authority requires pre-approval of the document before public distribution, with specific formatting and disclosure requirements that must be followed precisely. You must ensure the memorandum is made available to all shareholders simultaneously through approved distribution channels, including publication in UAE newspapers and filing with relevant stock exchanges. The document must be prepared in both Arabic and English languages, with certified translations where necessary. Independent financial advisor opinions are typically required for certain types of offers, and the memorandum must include these professional assessments. Additionally, you must comply with specific timing requirements for document publication relative to offer commencement, typically allowing shareholders adequate time to review the comprehensive disclosure before making acceptance decisions.