Chapter Nine Merger, Acquisition, Restructuring and Liquidation of Companies
Article (74)
1. The special provisions on merger stated in the commercial companies' law shall be applied to mergers of insurance companies.
2. No merger of an insurance company except into another insurance company operating in the same type of insurance and no procedures for merger shall be initiated except after filing an application for merger to the director general attached therewith the necessary reports and statements and obtaining the approval of the Board.
Article (75)
1. The director general shall form an assessment committee participating therein one representative of each company, the accounts auditors thereof, as well as experts and specialist. The director general shall appoint one of them as chairman of the committee.
2. The committee provided for in Para (1) of the Article herein shall assume assessment of all assets, rights and obligations of the companies intending merger in order to indicate the shareholders' net rights on the date set for the merger. The committee shall file its report to the director general along with the company's statement of accounts produced as a result of the merger within a period not to exceed ninety days as from date of referring the matter thereto. The Board on recommendation of the director general may extend such period for a similar period in case of necessity, provided the companies intending merger shall equally bear remunerations of the assessment committee and in case of difference thereat these remunerations shall be determined by decision of the director general. However, director general's decision in this respect shall be final.
3. The director general shall file the committee's report to the Board along with his recommendations and should the Board approve the committee's report, the Board shall form an executive committee composed of the chairmen and Board members of the companies intending the merger and the companies' auditors to handle the excutionary procedures of merger according to the provisions of the commercial companies' law.
Article (76)
1. The companies, the parties of the merger, shall let the insured review the agreement on which the merger has been accomplished in order to verify its articles. The agreement shall be displayed at the main office of each one of these companies for fifteen days as from date of publishing the decision of merger in the Gazette.
2. Any interested party shall have the right to raise an objection before the Board within thirty days as from date of publishing the decision of merger, provided the objector shall indicate the subject matter of his objection, the sustaining reasons thereto and specifically state the damages alleged to be inflicted due to merger. Should the Board failed to settle the objection for any reason within thirty days as from date of referring the same thereto the objector shall have the right to recourse to the court of jurisdiction. However, these objections or claims filed with the court shall not cease the decision of merger unless the court orders otherwise.
3. The Board shall issue the instructions relevant to the procedures of merger and settlement of objections raised thereto in this respect and all the matters related thereto.
Article (77)
- A. For the purposes of restructuring the company according to Para (2.J.) of Article (41) of the law herein the Board on basis of a presentation by the director general may dissolve the company's board of directors and form a neutral committee to restructure the company composed of experienced and specialized individuals and appoint a chairman for the committee and a deputy thereto for a period not to exceed a year as from date of issuing a decision thereto. The fees of the committee as determined by the Board shall be borne by the company. The committee shall file a monthly report to the director general on the progress of the restructuring procedures or whenever so requested.
B. The process of restructuring shall include for the purpose, managing the company and organizing the staggering financial affairs through negotiations with all its debtors in order to determine means to settle debts of the company by approving a restructuring plan.
2. The committee provided for in Para (1.A.) of the Article herein shall publish a notice once in the Gazette and for three consecutive working days in two widely circulated local daily newspapers issued in Arabic and in a local daily newspaper issued in English; all at the company's own expenses. The notice shall include calling all the creditors to file statements of their debts supported with confirmatory documents within a period not exceeding thirty days as from date of publishing the latest notice. However, any statements filed by any creditor upon lapse of such period shall not be considered.
- A. For the purposes of restructuring the company according to Para (2.J.) of Article (41) of the law herein the Board on basis of a presentation by the director general may dissolve the company's board of directors and form a neutral committee to restructure the company composed of experienced and specialized individuals and appoint a chairman for the committee and a deputy thereto for a period not to exceed a year as from date of issuing a decision thereto. The fees of the committee as determined by the Board shall be borne by the company. The committee shall file a monthly report to the director general on the progress of the restructuring procedures or whenever so requested.
Article (78)
1. Irrespective of the provisions stated in any other legislation, the execution of any levy whether precautionary or executionary on the company's funds or assets or any action or execution on these funds or assets shall stay as from date of issuing the decision of the restructuring pending occurrence of any of the following cases:
- The period provided for in Para 1.A. of Article (77) of the law herein lapsed in case the restructuring plan has been approved.
- The Board issued a decision according to the provisions of the law herein rejecting the restructuring plan.
- The creditors rejected the restructuring plan according to the provisions of the law herein.
- The Board issued a decision bringing the restructuring procedures to halt according to the provisions of the law herein.
2. Computing of the time limit to deny hearing of legal proceedings by reason of time-lapse shall cease in connection with the procedures provided for in Para (1) of the Article herein.
Article (79)
1. The committee shall prepare its report on the restructuring plan within a period not exceeding fifteen days as from date of substantiating the debts therewith and call the creditors to approve the plan by publishing a notice in two widely circulated local daily newspapers issued in Arabic and in a local daily newspaper issued in English, provided the same be approved by creditors representing no less than three quarters of the non-preferred and non-mortgage warranted debts.
2. A. in case the creditors approved the plan according to the provisions of Para (1) of the Article herein, the committee shall present the plan to the general manger whose in turn shall refer it to the Board along with his recommendations.
B. In case the creditors rejected the plan prepared according to the provisions of Para (1) of the Article herein, the committee shall file a report thereon to the director general who shall refer it along with his recommendations to the Board to take the necessary action according to the provisions of Para (2) of Article (41) of the law herein.
3. The Board may approve or disapprove the plan presented according to Para (1) of the Article herein; in case of approval the procedures of restructuring shall proceed and in case of disapproval the Board shall decide about the suitable procedure to be taken according to the provisions of Para (2) of Article (41) of the law herein.
4. Following the accomplishment of the restructuring a new board of directors shall be elected according to the provisions of the commercial companies' law.
Article (80)
1. Should the Board became evident that the situations of the company are staggering still despite applying the restructuring plan or the restructuring is ineffective, the Board may decide to cease the restructuring procedures and take the suitable procedures according to the provisions of Para (2) of Article (41) of the law herein.
2. The Board on basis of a presentation by the director general may issue the necessary directives to repeat the restructuring and all the matters related thereto according to the provisions of the law herein.