There has been a marked increase in the M&A market compared to 12 months ago, driven primarily by a sharp rise in high-value, cross-border transactions alongside a steadier level of domestic activity.

Digitalisation, fintech and ESG have emerged as the defining trends in Mauritius in the past 12 months. Prominent attention has also been directed towards fiscal transparency and wealth planning.

The industries that experienced increased M&A activity in 2025 include financial services, real estate, mining, fintech and renewable energy.

Financial Services

This sector has remained quite active. The insurance sector, which forms part of the financial services industry, has seen significant M&A.

Real Estate

This sector saw significant activity driven by large-scale property and diplomatic housing mergers, reflecting continued investor interest in real estate assets and specialised accommodation portfolios.

Mining

Mining transactions remained active, with notable stake sales involving Mauritius‑linked holding structures, supported by strong demand for critical minerals and cross‑border consolidation.

Fintech

This sector continues to attract investment, with Mauritius‑based structures frequently used for digital, sustainability‑focused and tech‑enabled platforms operating across the region.

Renewable Energy

Activity in this sector remains steady, supported by debt and equity funding into renewable energy, utilities and development platforms structured through Mauritius.

A company in Mauritius may be acquired through several methods, including:

• agreement between private parties, involving either a share purchase or an asset purchase;
• statutory amalgamations pursuant to the Companies Act 2001, where two companies merge and either one survives or a completely new company is created;
• court-ordered amalgamations, where the Supreme Court approves the merger of two or more companies;
• schemes of arrangement, which must be sanctioned by the Supreme Court of Mauritius;
• acquisition of shares on the stock exchange; and
• takeover offers under the Securities (Takeover) Rules 2010 (the “Takeover Rules”), allowing an offeror to obtain effective control of a “reporting issuer” (excluding non-listed Global Business Licence companies).

The primary regulators for M&A activity are as follows.

• The Registrar of Companies (ROC) in relation to the provisions of the Companies Act 2001, as amended.
• The Financial Services Commission (FSC) and the Stock Exchange of Mauritius, pursuant to the provisions of:
1. the Securities Act 2005, as amended;
2. the Securities (Public Offer) Rules 2007, as amended;
3. the Securities (Preferential Offer) Rules 2017, as amended;
4. the Takeover Rules, as amended;
5. the Securities (Purchase of Own Shares) Rules 2008, as amended; and
6. the Financial Services Act 2007, as amended, where the target company holds a specialised licence.
• The Competition Commission, as regards competition law matters under the Competition Act 2007, as amended.

Mauritius maintains an open investment regime with no overarching restrictions on foreign investment. However, regulatory approvals are required in specific situations, particularly:

• property ownership by non-citizens, which is only permitted through approved schemes, administered by the Economic Development Board;
• notification to the FSC whenever a person becomes the holder of 20% or more of a company’s shares or its voting powers, whether directly or indirectly; and
• notification to the ROC whenever there is a change of shareholding by way of transfer of shares or issue of shares.

Regulatory Framework

The Competition Act 2007, as amended regulates business combinations. The Competition Commission of Mauritius (CCM) is responsible for reviewing M&A to ensure that they do not substantially lessen competition by adopting anti-competitive conduct.

Review of Merger Situation by the CCM

Only those mergers shall be subject to review by the CCM where:

• all the parties together, after a merger, shall acquire or supply more than 30% or more of goods and services (which they were providing before) on a relevant market; or
• one of the parties to the merger alone supplies or acquires prior to the merger 30% or more of goods or services on a relevant market; and
• the CCM has reasonable grounds to believe that the merger situation has resulted in or is likely to result in a substantial lessening of competition within any market for goods and services.

Remedies in Merger Control

The CCM may provide structural or behavioural remedies both in prospective and completed mergers to prevent or remedy a substantial lessening of competition, including ordering divestitures, halting implementation, imposing conduct requirements, taking urgent interim measures, and enforcing compliance through the Judge in Chambers, where applicable.

Merger Notification to the Common Market for Eastern and Southern Africa (COMESA)

Mauritius also remains subject to the COMESA Competition Regulations for cross‑border mergers due to its status as a COMESA member state, which may eventually also include notification of notifiable mergers to the COMESA Competition and Consumer Commission prior to implementation.

The Workers Rights Act 2019, as amended and the Employment Relations Act 2008 are the two main labour laws in Mauritius. In the context of M&A, where an acquisition results in workforce reduction, the employer will have to follow the statutory reduction of workforce procedure, including negotiation with trade unions and in cases that are escalated to the Redundancy Board. Where there is no reduction of workforce after the M&A, the new employer must ensure that the conditions of work under the new contract are not less favourable than under the previous contract.

Mauritius does not maintain any national security review of acquisitions. However, as previously highlighted, the FSC and the ROC need to be notified in instances where there is a change in shareholding.

There have been no significant M&A-related court decisions or legal developments for the past three years.

There have been no recent significant changes to takeover law in Mauritius, and the law is not under review either.

Under Mauritian takeover practice, it is not mandatory but still relatively common for a bidder to build a stake in the target before launching a takeover offer. This practice is recognised in the Mauritian public M&A framework, particularly under the Securities Act 2005 and related FSC rules on takeovers and mergers. The principal stakebuilding strategies include:

• market purchases, where the bidder gradually purchases shares on the stock exchange before announcing a takeover offer;
• block purchases from existing shareholders, where the bidder negotiates privately with a significant shareholder of the target to acquire a large block of shares;
• subscription for newly issued shares, where the bidder may acquire a stake through subscription to newly issued shares in the target; and
• use of derivatives or other securities.

In a public M&A context, disclosure obligations arise where the value of an acquisition or disposal reaches 10% of the net asset value of the reporting issuer, as required under the continuous disclosure obligations of the Securities Act 2007, as amended.

Timely public disclosure is also required when there is a material change in relation to the issuer, including:

• any public issuance of securities;
• a change in the beneficial ownership affecting control;
• a change in name;
• mergers, amalgamations, or reorganisations of capital;
• takeover offers made by or on behalf of the issuer;
• any significant acquisition or disposal of assets or joint venture interests;
• changes to capital structure such as splits, consolidations, redemptions or exchanges; and
• any additional changes required to be disclosed under rules issued by the FSC.

Where the entity is licensed by the FSC, prior approval is required before any change in shareholding becomes effective if the interest exceeds 5% or results in a change in control. Similarly, entities licensed by the Bank of Mauritius require prior approval for changes in equity ownership.

A company can provide in its constitution a higher reporting threshold than provided by law; however, it is not possible to provide a lower threshold. One hurdle is that if the mandatory offer threshold is reached it must make a mandatory offer to all remaining shareholders.

In the context of a takeover, the securities of a listed target generally continue to trade. However, the offeror and its concert parties are prohibited from dealing in the target’s securities during the offer period.

In addition, any person with confidential or insider information concerning a potential offer must refrain from dealing until the offer is publicly announced or discussions end. A person in possession of insider information is likewise barred from dealing in the securities of either the bidder or the target, failing which they may incur liability for insider dealing under the Securities Act 2005, as amended.

“Securities” is defined under the Securities Act 2005 as including “derivatives”. Dealing in derivatives is therefore allowed in Mauritius.

Since derivatives are included within the meaning of securities under the Securities Act 2005, the general disclosure and reporting requirements that apply to securities transactions also apply to derivative dealings, which includes disclosure of material changes and reporting obligations.

In a public takeover, the offer document must clearly set out the offeror’s intentions regarding:

• whether the target’s business will be maintained;
• any significant changes proposed to the business model or assets;
• long‑term rationale for the acquisition;
• the intended future of the workforce; and
• the purpose of the acquisition and strategic plans following completion.

Where the target is a regulated entity, additional details may be required by the relevant regulator. For instance, the FSC may request further information when considering whether to grant approval for a change in shareholding.

Private M&A (Non-Listed or Private Company)

There is no statutory requirement to publicly disclose the deal, except where other laws impose notification obligations.

• If the target operates under a regulatory licence, disclosure may be required as part of the approval process. For instance, licensees supervised by the FSC must obtain prior consent for certain ownership changes, which necessarily entails informing the regulator.
• Disclosure may also be triggered by contractual provisions, such as change‑of‑control clauses or mandatory consent requirements found in financing documents, commercial agreements or joint venture arrangements.
• For public M&A, a formal announcement is required once the offeror has reached a firm intention to launch a takeover offer.

Public M&A

The board must make a public announcement when a firm intention to make an offer is received. Where there is undue share price movement linked to the transaction, disclosure may also be required.

A firm intention announcement must include:

• the terms of the proposed offer;
• the identity of the offeror;
• confirmation that the offeror has adequate financial resources (Rule 9);
• details of securities already held by the offeror or persons acting in concert;
• material undisclosed agreements with the target; and
• the conditions to which the offer is subject.

Where a transaction meets the thresholds for a “substantial” or “disclosable” transaction under the Stock Exchange of Mauritius Listing Rules, the listed issuer must notify the Stock Exchange of Mauritius and issue a circular containing prescribed information (eg, details of the transaction, consideration, methodology used to determine valuation, and timing). Such transaction also warrants a public announcement.

In practice, the market follows the statutory and regulatory requirements described previously (see 5.1 Requirement to Disclose a Deal).

Mauritian law does not oblige a target to grant due diligence access to a potential buyer. The extent of diligence is a matter of negotiation. In both public and private transactions, the scope typically covers:

• incorporation and registration records;
• a review of the company’s constitution and other constitutional records;
• licensing and regulatory matters;
• shareholding and directorship;
• existing or ongoing litigation and judgments, including insolvency proceedings;
• environmental compliance;
• intellectual property and data protection;
• real estate holdings;
• taxation;
• indebtedness and banking arrangements; and
• key commercial contracts.

The scope varies depending on whether the deal is asset-based, a share acquisition or a merger.

Exclusivity undertakings are usually addressed early in the process, often via a term sheet, letter of intent or non-disclosure agreement. They provide the bidder comfort that the seller will not solicit or negotiate with other buyers during the agreed period. Standstill clauses, which restrict the bidder from acquiring additional shares or influencing the company outside the negotiation process, are less frequently used but may be adopted to safeguard the target during diligence and multi-bidder situations.

In public takeovers, the terms of the offer are not normally captured in a definitive agreement between the bidder and the target. Instead, the offer terms are set out in the firm intention announcement and the offer document, which must comply with the Takeover Rules.

In private M&A, parties typically sign a binding share purchase agreement or asset purchase agreement following due diligence and negotiation, which incorporates warranties, indemnities, covenants and closing conditions.

Nothing prevents parties from entering into a binding agreement earlier in the process if they mutually agree.

There is no statutory deadline for completing a private M&A transaction. The timeline will depend on (among other things) the transaction structure, complexity and the progress of negotiations between the parties.

For public M&A involving a reporting issuer, the timetable is prescribed by the Takeover Rules. Once an offeror issues a firm intention to make an offer, the process generally proceeds as follows:

• the target company makes an immediate public announcement (in two daily newspapers) upon receipt of the firm intention;
• the offeror files the offer document with the FSC and the relevant securities exchange;
• within 14 days of filing, the offeror sends the offer document to shareholders and notifies the target’s board in writing;
• the target issues its reply circular within 21 days of the offer document being sent to shareholders; and
• the offer must remain open for not less than 35 days and not more than 60 days from communication to shareholders.

The timetable may be extended if the offer terms change or where court proceedings/interim relief affect the process.

A mandatory offer is triggered where:

• a person (alone or with persons acting in concert) holds more than 30% of the voting rights in a company and then acquires, or agrees to acquire, additional voting shares in that company;
• that person (alone or acting in concert) acquires effective control of a company; or
• following a dealing in a company’s securities, that person (alone or acting in concert) acquires the right to exercise or control the exercise of more than 50% of the voting rights in the company.

Once the mandatory offer obligation is triggered, the acquirer must:

• make a mandatory offer to all remaining shareholders;
• publicly announce the mandatory offer; and
• notify the FSC and the relevant securities exchange of the announcement.

The FSC may waive the mandatory offer requirement:

• in the context of a restructuring resulting in a change of control of the offeree;
• where the FSC determines that a mandatory offer would be unfair or not in the interests of the market; or
• in any other case as the FSC may deem fit.

Mauritian law allows both cash and non‑cash consideration for M&A transactions.

In private M&A, valuation mechanisms such as deferred payments or post‑completion adjustments are commonly used to reconcile valuation differences.

In public M&A, the offeror must:

• confirm in the offer document that it has sufficient financial resources to satisfy cash consideration; and
• demonstrate that adequate arrangements are in place to deliver non‑cash consideration.

The board of the target will appoint an independent adviser to opine on whether the consideration is fair and reasonable to shareholders.

The common tools for bridging valuation gaps are earn-outs, deferred consideration, equity rollovers and completion accounts adjustments.

Conditions attached to a takeover are generally at the discretion of the offeror, provided they are included in the firm intention announcement.

Common conditions include:

• approval by a specified minimum percentage of shareholders;
• approval from relevant regulatory authorities;
• clearance under applicable antitrust regulations;
• receipt of required consents in respect of material contracts; and
• the absence of any material adverse change during a specified period.

The offeror must disclose all such conditions in the firm intention notice and offer document.

A voluntary takeover offer for all voting shares may be made subject to the condition that the offeror receives sufficient acceptances as to result in control of more than 50% of the voting rights.

In private M&A, the parties may contractually agree on conditions relating to financing, including “financing-out” clauses.

In public M&A, the Takeover Rules prohibit conditionality based on financing availability. The offeror must certify:

• the availability of sufficient financial resources for a cash offer; and
• that reasonable arrangements exist to fulfil non‑cash obligations.

In private M&A, the parties are free to negotiate deal protection mechanisms such as exclusivity periods, break‑up fees, non‑solicitation commitments or matching rights.

In public M&A, once a firm intention has been communicated or is imminent, the board of the target must not take actions that might frustrate the offer or prevent shareholders from deciding on its merits.

There have been no changes to the regulatory environment that have impacted the length of interim periods.

If the target company is listed, the bidder may refer to the National Code on Corporate Governance.

For non-listed companies, there will normally be a shareholders’ agreement to govern the relationship among the shareholders, and a constitution. The bidder may negotiate additional governance rights to protect its investment and influence key decisions. Typically, these are pre-emption rights, transfer restrictions and exit rights, veto rights, board representation and dividend policy protections.       

Shareholders may vote in person or by appointing a proxy. A proxy for a shareholder may attend and be heard at a meeting of shareholders as though the proxy were a shareholder.

Where an offeror acquires or agrees to acquire at least 90% of the voting shares of the target, it may give notice to acquire the remaining shares. Dissenting shareholders may also require the offeror to acquire their shares on the same terms.

In public M&A, an offer cannot be withdrawn without the prior approval of the FSC. Parties may still enter into acceptance agreements or other commitments with key shareholders to provide deal certainty, provided they do not restrict minority shareholders or undermine the principles of equal treatment.

For privately negotiated deals, any communication about the transaction is typically left to the parties involved.

For a regional bid involving Mauritius and other COMESA member states, in line with the proposed amendments to the COMESA Merger Regulations, the transaction may require prior approval from the COMESA Competition and Consumer Commission if it qualifies as a “notifiable merger”, before it can be implemented.

In other cases, for public M&A transactions, the press, the websites of the relevant companies and the website of the Stock Exchange of Mauritius may publish the announcements.

For transactions involving a public company, disclosure obligations arise primarily under the Listing Rules of the Stock Exchange of Mauritius and the Securities Act 2005, together with the Takeover Rules where applicable. Listed issuers are required to promptly disclose any price-sensitive information, including material acquisitions, disposals, mergers or takeover transactions, and to issue shareholder circulars where approval is required. Announcements are typically disseminated through the Stock Exchange of Mauritius, published in the press where mandated, and made available on the company’s website in accordance with applicable regulatory requirements.

For private companies, the ROC must be notified. The FSC must also be notified of the change in shareholding.

The Takeover Rules require bidders to disclose adequate financial information, including audited financial statements for the last three years and, where relevant, pro forma information, to demonstrate their ability to complete the offer. Financial statements are prepared in accordance with the following international accounting standards:

• the International Accounting Standards Committee;
• International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board; and
• standards issued by the Accounting and Auditing Organisation for Islamic Financial Institutions, where applicable.

For private M&A transactions, although the documents remain confidential between the parties, the regulators may require that the transaction documents be disclosed to them confidentially to obtain certain approvals. For takeover offers, the merger documents must be submitted to the Stock Exchange of Mauritius for review. Public announcements must also be made to the market. The FSC may also require that the documents be disclosed to shareholders.

Directors’ primary duties are owed to the company and not to the shareholders. The directors must:

• exercise their powers in accordance with the Companies Act and within the limits and subject to the conditions and restrictions established in the company’s constitution;
• exercise the degree of care, diligence and skill;
• not make use of or disclose any confidential information received by them on behalf of the company as directors;
• not compete with or become a director or officer of a competing company;
• disclose any interest where directors are interested in a transaction to which the company is a party; and
• act honestly, in good faith and in the company’s best interest. 

Directors must also afford equal and fair treatment to shareholders of the same class in takeover offers.

It is not customary to establish special or ad hoc committees in business combinations.

Mauritian courts are generally reluctant to substitute their own commercial judgement for that of the board. They will usually assess directors’ conduct by reference to their fiduciary duties under the Companies Act 2001, and will intervene only where directors have breached their fiduciary duties.

Legal, employment, data protection, financial, tax, governance and risk advice are commonly given to directors.

There have been cases in Mauritius involving conflicts of interest of directors, managers and shareholders.

There are no regulatory constraints as regards hostile tender offers.

Under the Takeover Rules, once a takeover offer is made or expected, the board cannot take actions that could frustrate the offer without shareholder approval. Directors of the target company are generally prohibited from implementing defensive measures that could materially impede a bona fide takeover bid unless such actions are approved by shareholders in general meetings. Actions that may be considered frustrating are the issuance of new shares, selling or acquiring assets, or entering into material contracts outside the ordinary course of business.

Such measures will depend on the company’s constitution. In general, defensive measures are not allowed once an offer involving a reporting issuer has been made or is about to be made.

The primary duties owed to the company and shareholders prevail – notably, the duty to act in good faith and in the best interests of the company, the duty to avoid conflicts of interest and the duty to treat shareholders fairly and equally under similar circumstances.

In takeover situations, the board cannot independently turn down an offer. Instead, the board must appoint an independent adviser, consider the adviser’s report and make a good‑faith recommendation to shareholders.

Litigation is not common in M&A deals in Mauritius; instead, most disputes are resolved through mediation and arbitration.

Notwithstanding that litigation is relatively uncommon, it may arise at any stage of the deal and even after the deal has closed.

To date, there is no record of litigation arising from broken-deal disputes.

Shareholder activism is not an important force in Mauritius. It remains relatively limited and there is scarce data on its prevalence.

Shareholder activism around M&A, spin-offs or major divestitures is uncommon in Mauritius.

Although shareholders have rights to challenge announced transactions, activist interference is uncommon in Mauritius, reflecting concentrated ownership and a relatively small market.