Corporate M&A 2025 Comparisons

Compared with the previous 12 months, the M&A market in Cameroon, although uncertain in view of the fluctuations in international markets, is showing constant resilience and growing dynamism.

This dynamism is reflected in a concentration of efforts and negotiations on high visibility deals underway in key sectors such as:

• the energy sector with the acquisition of Energy of Cameroon S.A by the State of Cameroon;
• the banking sector, with the acquisition of Société Générale Cameroun, which reflects a commitment to consolidating the country’s financial services offering; and
• the agri-food sector, with the acquisition of Moulins Somdiaa by CADYST GROUP.

The top trends that have emerged in the M&A market in Cameroon reflect technological developments and the economic challenges to date.

Transactions are increasingly characterised by the use of digital tools for due diligence and negotiation. Investors are also paying particular attention to ESG considerations. There is a preference for majority stakes, enabling better integration and closer control following transactions.

The key industries that have experienced significant M&A activity are relatively the same as in 2023 and 2024, including energy and utilities, banking and finance, food and beverages, telecommunications and technology.

In Cameroon, a company can be acquired by various legal and technical procedures that have remained unchanged to date, each chosen on the basis of the acquirer’s strategic objectives and the characteristics of the target. The main methods include the acquisition of shares or assets, mergers, capital increases and progressive equity investments.

On competition and antitrust issues, there are community regulators, such as the Commission of the Economic and Monetary Community of Central Africa (CEMAC) and its Competition Council at CEMAC level, the CEMAC Banking Commission and the CIMA Regional Insurance Supervisory Commission. Then there are the national authorities, such as the Ministry of Trade and the National Investment Agency, which examine the regulatory aspects of transactions, particularly where foreign investment is involved, and issue the necessary authorisations.

Finally, there are national regulators such as the National Competition Commission (CNC) at national level and sector regulators (energy, banking, telecoms, etc) such as ARSEL for the energy sector, which are specialised bodies that intervene to ensure that transactions comply with the standards specific to these sectors, in order to ensure their stability and good governance.

There are no restrictions, but rather requirements for compliance with the specific obligations to each sector of activity. These obligations have remained unchanged since 2023 and 2024, in particular, the following are noted:

• notification of foreign direct investment in accordance with the provisions of CEMAC Regulation No 02/18/CEMAC/UMAC/CM of 21 December 2018 on foreign exchange (the Règlement des Changes). It should be noted, however, that the declaration of foreign direct investment submitted to the Central Bank must be the subject of an acknowledgment by that body;
• notification in the event of transfer or liquidation (including sale) of a foreign investment in accordance with the provisions of the Foreign Exchange Regulations and CEMAC Instruction No 003/GR/2020 of 5 October 2020;
• notification of the transfer of liquidation funds;
• notification of portfolio investments in accordance with the provisions of the Foreign Exchange Regulations and the instruction on foreign investments;
• obtaining prior authorisation to carry out commercial activity for foreign entities setting up in Cameroon in accordance with the provisions of Law No 2015-18 of 21 December 2015 governing commercial activity in Cameroon;
• local content and capital participation requirements in all strategic sectors such as mining, energy, etc; and
• control by sector regulators.

The applicable antitrust regulations are the same to date, namely the CEMAC Regulation No 06/19-UEAC-639-CM of 7 April 2019 on and the Law No 98/013 of 14 July 1998 on competition.

The provisions of Article 42 of the Cameroon Labour Code providing certain rights to employees are the provisions that should be reviewed by the parties in an acquisition.

There has been no national security review of acquisitions in Cameroon to date.

There are no significant court rulings or legal developments that have been recorded in the past three years.

There have been no significant changes to the takeover law in the past 12 months, and no review is currently underway, as far as is known.

Under current legislation, a bidder may hold a stake in the target company before launching an offer. However, given the embryonic state of the CEMAC stock market, there are no standard acquisition strategies.

Under the Central African Financial Market Supervisory Commission (COSUMAF), shareholders of publicly traded companies who cross a 5% threshold in share capital ownership or voting rights are required to file a declaration with the (COSUMAF).

The minimum capital of a company, the securities of which are listed on the stock exchange of one or more Contracting States, or which makes a public call for the placement of its securities in one or more Contracting States is XAF100 million pursuant to the Ohada Uniform Act on Commercial Companies. In addition, a company can rightfully put a threshold on this amount in its by-laws.

On the other hand, the COSUMAF does not provide for the option of higher or lower reporting thresholds. As it stands, there is no further hurdles for stakebuilding in Cameroon at the date of writing.

Under the COSUMAF General Regulation, dealings in derivatives are allowed.

As far as is known, there are no filing/reporting obligations for derivatives under securities disclosure and competition laws.

Pursuant to an order of COSUMAF, shareholders have to make known their objectives and intentions regarding control of the company which forms part of the information package to be provided.

In terms of the regulation of COSUMAF, the bidder has the obligation to disclose the transaction by filing an information document along with the offer.

Market practice in terms of publication deadlines complies with legal requirements. In accordance with CEMAC legislation, foreign direct investments (equity investments or subscriptions for shares in existing or new companies) are subject to the obligation for the investor or their agent to declare the transaction to the Central Bank and the Minister in charge of money and credit at least 30 days before the transaction takes place. (See Sections 118 and 122 of Regulation No 02/18/CEMAC/UMAC/CM on foreign exchange regulations in CEMAC of 21 December 2018.

Regarding merger transactions, the requirement to register the transaction in the commercial register one month before the first general meeting called to decide on the transaction is an obligation, on pain of nullity (see Sections 194 and 198 of the Uniform Act on Commercial Companies).

The scope of due diligence generally conducted in a negotiated business combination is as follows:

• the structure and governance of the business;
• compliance with general and sectoral regulations;
• labour issues;
• commercial contracts;
• real estate and property issues;
• intellectual property and information technology
• tax compliance;
• current and potential litigation; and
• financial valuation.

Before making an offer to purchase a company, a potential buyer will often want to conduct preliminary due diligence on the target company to assess the opportunity and set a price. To govern the use of, or access to, non-public information, the parties to a share purchase agreement will generally enter a confidentiality clause or establish letters of intent. In most cases, these will contain a standstill clause, which will generally prohibit the buyer from making a hostile or unsolicited offer for the information for a given period.

In general, transactions are often carried out privately and confidentially between companies that are not listed on the stock exchange. In such cases, standstill clauses are not necessary.

To date, there have been no legal restrictions preventing the terms of a takeover bid from being set out in a definitive agreement. The General Regulations of the Central African Financial Market Supervisory Commission provide that takeover bids may be the subject of competing public offers. However, most transactions are not carried out by means of a tender offer, which is therefore not common.

The duration of the procedure for acquiring or selling a company depends on the length of the discussions and negotiations, the completion of the acquisition audit, and the administrative formalities following the finalisation of the sale. The duration is generally between six months and three years.

Under Sections 233 et seq of the COSUMAF Regulation, any individual who comes to own more than one third of the share capital of a publicly traded company must immediately inform the COSUMAF and submit a public offer project targeting the entire share capital in wording that is admissible by the COSUMAF.

Furthermore, individuals who directly or indirectly own between one third and one half of the capital of a company must immediately inform the COSUMAF of any changes in the number of shares they own. Such information is published by the COSUMAF.

Exemptions to mandatory offers may be granted by the COSUMAF.

The consideration in M&A transactions may be cash, share swaps or both. The most common consideration is cash.  Tools to bridge value differences are rarely used, but the most common is the net debt bridge.

In accordance with Sections 223 et seq. of the General Regulations of the Central African Financial Market Supervisory Commission, the terms of a takeover bid are set by each bidder (natural person or legal entity) in an information document filed with COSUMAF.

Competing bids may only be filed if they improve the price of the initial bid and if they are filed at least ten calendar days before the expiry of the deadline set for the receipt of orders placed in response to the initial bid.

As regards the pricing conditions, there is no minimum acceptance requirement, and the seller is free to go below or above the price of the security (see Article 23 of the BVMAC Regulations: Every stock market order must include “[…] the price or the indication of the limit”, and Article 223 of the COSUMAF General Regulations). The price of a security is determined by the Stock Exchange of Central African Securities (BVMAC) by comparing all buy and sell orders placed by brokerage firms (see Article 32 of the BVMAC Regulations: “The price of a security is determined by comparing all buy and sell orders placed by brokerage firms.”)

As regards the administrative conditions for acceptance, it should be noted that, according to Article 23 of the BVMAC Regulations, all takeover bids must include:

• an indication of the purpose of the transaction (purchase);
• a description of the securities involved in the transaction;
• the number of securities to be traded;
• the price or indication of the limit;
• the period of validity; and
• the customer account number or references.

There is no legal requirement to obtain financing prior to a business combination. However, the parties may agree to do so.

In respect of deal security measures, the COSUMAF General Regulations (Article 236) provide for a general price guarantee procedure applicable to any purchaser of a block of shares, the details of which have yet to be determined.

Moreover, in the absence of any provision to the contrary, and provided that the offeror and the target company ensure that their acts, decisions and declarations do not have the effect of compromising the equal treatment or information of the holders of securities of the companies concerned, every legal guarantee may be agreed  within the interim period (see Article 212 of the COSUMAF General Regulations of 23 May 2023).

It should be noted that, the interim period may not exceed 45 calendar days save in exceptional circumstances (paragraphs 2 and 3 of Article 212).

Among the governance rights to which a bidder may lay claim are preferential shares and all other advantages provided for in a shareholders’ agreement and/or the issuing contract, including, among others, double voting rights conferred in consideration of the proportion of the capital that the shares represent, the right to obtain a governance position, etc.              

Shareholders can vote by proxy throughout the OHADA zone, which includes Cameroon.

Pursuant to the provisions of Article 822-13 of the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings, the company may not impose the repurchase or redemption of their rights on shareholders, except in the event of the signature of an issuing contract; it being understood that early dissolution not resulting from a merger or demerger directly entails the transfer of all shareholders’ securities.

The main mechanisms for buying out shareholders who have not contributed following a takeover bid are therefore: the signing of an issuing contract containing a squeeze-out clause or a clause opening the possibility of making a squeeze-out bid, and early dissolution not resulting from a merger or demerger.

In respect of the signature of an issue contract containing either a withdrawal clause or a public offer of withdrawal clause, it should be noted that if the shareholder holds more than one-third of the share capital, it must inform COSUMAF without delay. This offer is made following an information document submitted to COSUMAF for approval and published by the majority shareholders concerned (see Article 237 of the COSUMAF General Regulations of 23 May 2023).

An early dissolution not resulting from a merger or demerger results from a decision of the Extraordinary General Meeting. This decision is only valid if it is taken by at least two-thirds of those voting (half of the shares on first call, and a quarter of the shares on second call).

It is possible for one of the parties to obtain an irrevocable commitment to tender, and moreover, under simplified procedure, the initiator is required to make a commitment to COSUMAF. This commitment made by the initiator concerns the acquisition on the market, or the acceptance in exchange for shares already issued, or the issue of any quantity of securities of the target company that may be offered to it (see Article 231 of the COSUMAF General Regulations of 23 May 2023)

Following the filing or submission of the offer file to COSUMAF, the offeror is required to draw up and publish an information document approved by COSUMAF (see Articles 224, 229 and 232 of the COSUMAF General Regulations of 23 May 2023).

The bid is also made public by publication of a notice by the Stock Exchange of Central African Securities (BVMAC) specifying the deadline for the validity of orders. This notice is published in a national press publication in each CEMAC member state, posted on the BVMAC website or displayed at the BVMAC head office, or in an official paper bulletin, once the examination of the offer file has been completed (see Articles 41 and 54 of the BVMAC Regulations and the definition of publication provided by the same text).

The information document must contain all the information required to assess the company’s management, the nature of its assets and liabilities, its business and financial position, results and prospects, as well as the nature, category, number, form and date of entitlement to dividends of the rights attached to the securities offered, the proposed sale price and the terms of payment of that price (see Article 7 of the BVMAC Regulation).

Bidders are generally required to provide financial statements in their disclosure documents to demonstrate financial stability and the viability of the transaction. These may include annual financial reports, financial projections, and pro forma statements showing the expected impact of the deal. In Cameroon, financial statements must be prepared according to OHADA standards (SYSCOHADA), although companies listed on stock exchanges or subject to international investors’ requirements may also comply with IFRS.

Certain transaction documents may need to be fully disclosed, depending on regulatory requirements and the supervision authority’s expectations. These can include merger agreements, asset and liability guarantees, and contracts with a significant impact on the deal. However, some confidential provisions – especially those involving strategic data or ongoing negotiations – may remain protected.

During a business combination, directors must act in the best interests of the company, which involves:

• making informed decisions by carefully assessing the risks and opportunities of the transaction;
• ensuring responsible and fair management of the company’s assets and liabilities;
• protecting the interests of shareholders as well as creditors, employees and other stakeholders; and
• complying with legal and regulatory obligations, particularly regarding transparency and disclosure.

It is common for boards to establish special or ad hoc committees to thoroughly assess the details of a business combination. These committees play a key role when certain directors face conflicts of interest, such as holding shares in one of the companies involved. Their function is to ensure impartial decision-making and safeguard corporate interests.

In Cameroon, courts generally respect the autonomy of the board in making strategic decisions, provided they are made in good faith and in the company’s best interests. However, in cases of dispute, judges may examine whether directors exercised due diligence and fulfilled their fiduciary duties. If mismanagement is proven, directors can be held liable.

Directors in a business combination frequently seek independent external advisers to guide them on legal, financial and strategic matters. These advisers typically include law firms, accountants, investment banks and M&A consultants. Their role is to provide expert opinions and ensure decisions are well-founded.

Conflicts of interest involving directors, executives, shareholders or advisers are closely scrutinised by regulators and courts when disputes arise. Directors must disclose any conflicts and abstain from participating in related decisions. Failure to do so can result in civil and criminal penalties, especially if it causes harm to the company or its shareholders.

Hostile takeovers are legally possible in Cameroon but remain rare in practice. Strict disclosure and transparency rules make it challenging to execute an unsolicited bid without the target company’s board approval. Additionally, companies often adopt defensive strategies such as including anti-takeover clauses in their by-laws or securing strategic shareholders to block an unwanted acquisition attempt.

The concept of jurisdiction in restructuring or M&A transactions in the Cameroonian context should be analysed from two angles, particularly with regard to transactions falling under the regulations of the regional financial market and those not falling under the latter but still subject to ordinary company law, in this case the Uniform Act relating to the law on commercial companies, the CEMAC competition regulations, as well as the various national laws governing the different sectors of economic activity.

Regulatory Jurisdictions

Given the ambivalence of M&A transactions, when they are subject to the rules of the community financial market, any disputes arising from them automatically fall within the remit of the market’s regulatory authority, in this case the Market Surveillance Commission, abbreviated to COSUMAF, in accordance with the provisions of Article 17 of the regulations governing the organisation and operation of the said CEMAC financial market, which defines the remit of this institution, namely to ensure compliance with the general principles governing the operation of markets, fairness, transparency, loyalty, security and market integrity. As such, it ensures that shareholders and investors are treated equally in all circumstances. However, according to the provisions of Article 289 of the aforementioned regulations, appeals against decisions taken by COSUMAF fall within the jurisdiction of the CEMAC Court of Justice. Having said that, in the light of the foregoing, it can be stated unequivocally that those involved in a merger takeover operation on the CEMAC financial market may, in the event of a disagreement requiring a request for a defence measure, refer the matter to the community courts only after having lodged an appeal with the market regulatory authority.

State Courts

As the financial markets are only an essential tool for matching supply and demand in the execution of a restructuring operation, the latter may well take place over the counter, outside a regulatory framework. However, whatever the nature of the transaction, it remains subject to the rules of ordinary company law, in particular the Uniform Act relating to the law on commercial companies and economic interest groupings, as well as the CEMAC regulation on competition in the case of a merger with a community dimension.

In the latter case, the competent authority or jurisdiction is the Community Competition Council, set up within the CEMAC Commission, in accordance with the provisions of Article 11 of Regulation No 06/19-UEAC-CM-33 of 7 April 2019 on competition in the CEMAC zone, which states: “the CCC shall deal with concentrations under the conditions defined in Title 4 of this Regulation”. A concentration occurs when two or more previously independent undertakings merge or when one or more undertakings acquire, directly or indirectly, whether by acquisition of a holding or capital, contract or any other means, control of the whole or part of one or more other undertakings. The CEMAC Commission is automatically responsible for dealing with disputes arising from certain merger operations. However, it should be noted that under the provisions of Article 18 b) (new) of Law No 2006/015 of 29 December 2006 on the organisation of the judiciary, as amended and supplemented by Law No 2011/027 of 14 December 2011 in Cameroon: “the Court of High Instance has jurisdiction to hear disputes relating to commercial companies, commercial deeds and instruments as provided for by the Uniform Act of the Organisation for the Harmonization of Business Law relating to general commercial law”. Moreover, under the terms of Article 159 of the Uniform Act relating to the law governing commercial companies, it is provided that one or more shareholders representing at least one-tenth of the share capital may apply to the competent court at the registered office, ruling within a short period of time, for the appointment of one or more experts to submit a report on one or more management operations. However, the appointment of these experts in the context of a merger will have the effect of suspending the operations in progress. However, it should be remembered that referral to the state courts in M&A cases only concerns restructuring operations at national level.

The defences available to the directors of a company under the provisions of Article 778-9 of the 2014 Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), which delegates the powers of the Extraordinary General Meeting to the directors, during a merger takeover, essentially concern formal nullities.

Whether or not the transaction takes place on a regulated market, if the company’s objectives are not in line with those of the transaction in question, the directors may take defensive measures in the interests of the company.

According to the provisions of Article 671 of the AUSCGIE, any decision taken in violation of the first and second paragraphs of this article, which enshrine the decision of each extraordinary general meeting of each of the companies participating in the transaction, is null and void. This being said, any director with an interest in the company’s capital who did not take part in the deliberations of the extraordinary general meeting that decided on the validity of the transaction may request that the transaction be declared null and void.

Furthermore, under the combined provisions of Articles 567 and 571 of COSUMAF’s general regulations, which set out the conditions for the suspension and delisting of a financial instrument at the initiative of the issuer, the community legislature confers the possibility of suspending or delisting a financial instrument at the initiative of the issuer. The community legislature allows any person acting on behalf of the issuer of any bond to request its delisting or suspension. However, it should be noted that, in any event, the request for a defence in M&A matters must always be motivated by a legitimate interest.

In the event of the implementation of a defensive measure aimed at destroying the merger-acquisition operation, the transferring directors, who hold one-tenth of the company’s capital, are obliged, in the same way as the other shareholders, to acquire the shares transferred as part of this operation. This is in line with the provisions of Article 769 of the AUSCGIE, which stipulates that if the company does not approve the proposed concessionaire, the board of directors or the managing director, as the case may be, are obliged, within three months of being notified of the refusal, to arrange for the shares to be acquired either by one or more shareholders, by a third party or by the company itself. However, it should be pointed out that the corollary of these provisions is that on the financial market, there are specific provisions governing market transactions relating to the interest that the acquisition or transaction must arouse at the risk of it failing at the expense of the costs and commitments made by the initiator of the transaction. That said, when a merger is regulated, the initiators of the operation are liable to investors and all other stakeholders if it fails.

Furthermore, it should be remembered that a refusal by the directors of the acquiring companies to continue with the merger-acquisition operations does not give rise to any liability on their part, unless, prior to their refusal, they proposed to the transferor that they have recourse to the expert appraisal procedure, and they accepted. Thus, it will be up to the acquiring company having withdrawn or raised the defence to bear the costs and inconvenience caused by their objection to the proposed merger.

Where the provisions of Article 778-9 of the AUSCGIE are applied, the directors may express reservations regarding the merger or acquisition of a company. In order to do so, they may request in the articles of association that the shareholding of the company concerned be limited to 10% of its capital. This is in line with the spirit of OHADA legislation, which seeks to protect target companies against means that could lead to the company being taken over outright. It would therefore be possible for the target company to also hold a proportion of the capital of the company involved in the transaction in order to prevent any attempts to take control or combine companies.

Generally, given the multilateral and strategic nature of M&A operations, those that arise on the national market involve various players, namely the state and some multinational companies. For this reason, disputes arising from such operations are frequently governed by community law, as they are not submitted to the competent regulatory authorities depending on the geographical dimension of the operation in question (Community Competition Council).

In fact, there is an embryonic rate of litigation concerning mergers and acquisitions or any other form of corporate restructuring. Such slowness in the process of making restructuring practices effective in companies in Cameroon in particular and in the OHADA area in general, results from the hesitation of stakeholders to accept these methods of financing.

An illustration of this is judgment No 012/2011 of 31 March 2011, Banque Atlantique du Cameroun, COBAC, Autorité Monétaire du Cameroun and Amity Bank CAMEROON PLC C. Judgment No 010/CJ/CEMAC/ CJ/09 of 13 November 2009. This famous case highlights the breach of a manifestly fraudulent memorandum of understanding signed between the provisional trustee of Amity Bank Cameroon, appointed by the COBAC, and the Banque Atlantique Cameroun Group with a view to restructuring the bank, except that the memorandum of understanding signed for this purpose was vitiated by a formal defect. This was because the terms of the restructuring had not been communicated to the shareholders’ meeting of the target bank, which included first and foremost the Cameroonian government. Hence the lodging on 3 October 2008 with the CEMAC Court of Justice of an appeal seeking the annulment of the memorandum of understanding and of COBAC Decision D.2008/52 of 4 July 2008 giving COBAC’s assent to the publication of the Amity Bank restructuring order, by Mr Christophe SIELIENOU and others in their capacity as shareholders who had to approve any plan to restructure the bank.

2023 also saw many diplomatic tensions between the state of Cameroon and Chad, following the various structural reforms initiated by the former concession holder Exxon Mobile in the management of the Chad-Cameroon pipeline. The takeover of Exxon Mobile’s shares by Savannah energy without the agreement of the Chadian government, which had just acquired Petronas’ shares in the co-management of the Chad-Cameroon pipeline, fuelled numerous debates that led to the immediate dismissal of the managing director appointed by Savannah energy (Nicolas Blanpré) and all its directors. According to the press release issued by the Chadian Minister of Hydrocarbons on 2 June 2023, the opposition was based on the fact that the mechanisms for appointing new directors had not been respected, even though the Chadian state (53.77%), which held 33% of Petronas, had favoured the takeover of the EXXON Mobile COTCO TOTCO consortium, and was responsible for appointing the new members of the board of directors, while ensuring that the rights of the other shareholders were exercised. However, Cameroon, which holds a 5% stake in the consortium through its subsidiary Cotco, wanted to acquire an additional 10% stake on behalf of its national hydrocarbons company (SNH), but ran up against Chadian objections.

Given the complexity and strategic nature of M&A operations, obtaining the favourable agreement of all the parties involved in the operation, in this case the shareholders of the companies in question, is the nerve centre of corporate restructuring operations in the Cameroonian context. This explains the considerable frequency with which opposition or objections are lodged with the regulatory authorities in charge of such operations. However, it may happen that the disagreement arises during the procedure or in the final phase, when relevant information in the process has not been disclosed in time, so that it may cause prejudice to one of the parties.

As mentioned in 10.1 Frequency of Litigation, the differences caused by diplomatic tensions between Cameroon and Chad following the restructuring of the Exxon Mobile TOTCO COTCO consortium in 2023 have helped to improve contractual relations between the two countries. Indeed, this diplomatic rift has fostered transparency in the management of the CHAD-CAMEROON pipeline. This, in turn, led to compliance with OHADA and CEMAC competition regulations. It is remarkable that Chad should have submitted its plan to buy out Petronas to the competition authority in the CEMAC zone. This is in accordance with the provisions of Article 11 of Regulation No 06/19-UEAC-CM-33 of 07 April 2019 on competition in the CEMAC zone, which states: “the CCC is seized of merger operations under the conditions defined in Title 4 of this Regulation”.

It is therefore easy to discern from the objection formulated by the State of Chad to the participation of the Cameroonian hydrocarbons company in the EXXON MOBILE COTCO TOTCO consortium, the desire of the Chadian state to retain control over the entire project by avoiding the acquisition of an additional stake by Cameroon, the initial 5% holder. This will prevent Cameroon from exerting any influence on the conduct of hydrocarbon transport operations, in accordance with the provisions of Article 176 of the AUSCGIE.

Furthermore, in light of the press release dated 2 June 2023 from the Chadian Minister for Hydrocarbons, it was only natural that the Chadian state should wish to ensure compliance with the provisions of Article 173 of the AUSCGIE, by virtue of which it exercises its control, and consequently, when the board of directors appoints the prospective managing director to head the consortium.

Shareholder activism can be analysed from two angles, in particular at community level. Article 131 of OHADA prohibits abuse of equality or minority rights, which would result in the application of liability for abuse of majority and minority rights, in the following terms: “minority or equal shareholders may incur liability in the event of abuse of minority or equality rights. There is abuse of minority or equality when, by exercising their vote, minority or equal shareholders oppose decisions being taken, even though they are required by the interests of the company and they cannot justify a legitimate interest”. However, in any event, shareholder activism in the specific context of Cameroon can only be motivated by the interests of the company if there is no legitimate interest on the part of the shareholders. This is why, in order to reinforce these ideas, provision is made for the submission of merger plans to the meeting of bondholders of the absorbed companies under the terms of Article 678 of the AUSCGIE. It is therefore easy to understand the OHADA legislature’s concern to ensure that the agreements and interests of all shareholders, even minority shareholders, are aligned during a merger and acquisition operation.

However, limits to this obligation should be mentioned, in particular where bondholders are offered the possibility of redeeming their securities on simple request (see 678-1 AUSCGIE).

To this end, the absorbing company becomes the debtor of the bondholders of the absorbed company. In the latter case, it can be said that the activism of majority shareholders may take precedence over that of minority shareholders in the context of a merger and acquisition within OHADA.

At national level, activism can be understood as an association of companies, trade unions and professional groups known as the Groupement d’Entreprise du Cameroun (GECAM), governed by the law of 12 December 2021 relating to inter-professional organisations in Cameroon. It is the result of the merger in 2023 of GICAM (Groupement Inter-Patronal du Cameroun) and ECAM (Entreprises du Cameroun). GECAM brings together professional groups, business associations and individual companies. With more than a thousand members to date, its objective is to defend the roadmap of private sector companies with the public authorities.

As such, it provides its members with first-level information, training, intermediation and advisory services. It also contributes, alongside the public authorities and other social partners, to inclusive, responsible and constructive social dialogue. It encourages entrepreneurial freedom and promotes the spirit of enterprise in all sectors of activity, while making a lasting contribution to the development of Made in Cameroon. It also fosters partnerships to promote economic development at national and sub-regional level.

In the Cameroonian context, shareholder activism consists of promoting the interests of a group of shareholders with a view to improving the company’s performance. It can be said that the actions of the Cameroonian directors, who sought to acquire a few additional shares on behalf of the Cameroonian state, is a form of shareholder activism. This is a form of shareholder activism on the transnational scale of a merger and acquisition.

An illustration is the various acquisition operations that have taken place on the CEMAC financial market, such as the free distribution of shares to the shareholders of SCG. This transaction, initiated in December 2024 by the director of SCG, involved the free float as part of a capital increase through the capitalisation of share premiums approved by the company’s general meeting. Such distinctions in the management of a company’s assets are intended to encourage the promotion of inclusive restructuring mechanisms favourable to the company’s growth. In view of the above, shareholder activism, although very rare in Cameroon, remains one of the leitmotivs of Cameroonian shareholders insofar as the objectives of restructuring or M&A are reconcilable with the interests of the company or of a determining group of shareholders.

Indeed, it goes without saying that any approach aimed at restructuring a society is driven by the lure of some sort of advantage. That said, it would be incongruous or even inconceivable to call into question the contribution of shareholders, activists or not, in the outcome of M&A operations. This is why, given the preponderance of shareholders in the M&A operation, this is enough to say that the activists interfere in the merger operation, especially since it is generally at the initiative of one of them or that a merger operation is sparked, regardless of whether or not they are motivated by the preservation of the interests of the company to the detriment of their own.