Mauritius
Answer ... Potential purchasers will express their interest and typically a non-binding indicative offer will be submitted subject to due diligence of the target.
In order to carry out legal and financial due diligence, the potential purchasers must be granted access to the documents of the target.
Access to the documents of the target must be granted by the target itself, and sometimes by the regulatory body (eg, if the target is a financial institution regulated by the Bank of Mauritius, the bank’s approval will be required before access can be granted).
The potential purchasers will usually be bound by a non-disclosure agreement. Other documents may also be required as a condition of being granted access to the data room (eg, for financial institutions regulated by the Bank of Mauritius, a confidentiality undertaking must be filed pursuant to the Banking Act).
The potential purchasers are then provided with access to the documents, which are usually set out in an online data room. The potential purchasers will be given a timeframe within which to complete their due diligence and submit an offer.
In a competitive bid process, the offer must be made (albeit subject to due diligence) prior to having access to the data room.
Negotiations will follow and the transaction documents will be drafted and amended until execution of the documents.
Mauritius
Answer ... The level of legal due diligence will depend on, among other things:
- the value of the transaction;
- the level of investment/acquisition (ie, percentage of control); and
- the nature of the business.
Legal due diligence may involve either a red-flag review of certain specific areas agreed between the private equity investor and its advisers or complete due diligence of the target. This may depend on the level of investment – for example, a complete buyout may warrant a higher level of due diligence. It is increasingly common to have a red-flag due diligence (especially when the target is known). Commercial, financial and tax diligence is also typically undertaken.
Mauritius
Answer ... See question 2.2. Notification to the Competition Commission and/or to the Common Market for Eastern & Southern Africa may also be required prior to the acquisition of the target.
Mauritius
Answer ... As well as legal advisers, we usually see a corporate finance firm involved to guide the parties through the process. Tax advisers are also usually engaged.