The Saudi Arabia Capital Market Authority has launched a public consultation on proposed amendments to its merger and acquisition framework to make transactions easier to execute in the Saudi capital market. The draft would amend the Merger and Acquisition Regulations and the Rules on the Offer of Securities and Continuing Obligations, introducing new mechanisms and governance changes including shelf registration for shares used in acquisitions, revised voting treatment for shareholders with conflicts, and controlled information sharing during negotiations. A central proposal would allow listed companies to register new shares with the CMA in advance for use in acquiring a company or purchasing an asset in one or more transactions, without needing new approvals for each deal, with the offering period limited to three years. To address voting conflicts, a shareholder in the offeree company, or in either company, with a current or potential personal, financial, or commercial interest beyond ordinary shareholder interests would count toward the Extraordinary General Assembly quorum but would be barred from voting on agenda items related to the offer. The draft also would allow certain key shareholders to receive information during negotiations or transaction assessment in specified cases, subject to strict controls, CMA notification, and an undertaking not to trade before official announcement. In addition, shareholders that hold shares in both the offeror and the offeree would be allowed to vote in both companies on the merger or acquisition resolution, provided the shareholder in the offeree is not a related party. The consultation will run for 45 calendar days and closes on 11 June 2026. Comments from market participants and other interested parties will be considered in finalizing the draft.
Saudi Arabia Capital Markets Authority 2026-04-27
Saudi Arabia Capital Market Authority consults on merger and acquisition rule changes including shelf registration for acquisition shares
The Saudi Arabia Capital Market Authority has launched a public consultation on amendments to the Merger and Acquisition Regulations and the Rules on the Offer of Securities and Continuing Obligations. Proposals include shelf registration of shares for use in acquisitions, revised voting treatment for shareholders with conflicts of interest, controlled information sharing with key shareholders during negotiations, and clarified voting rights for shareholders holding stakes in both offeror and offeree companies.