ARTICLE · 17 JUNE 2010

BVI Statutory Mergers - A Useful Tool

Ogier

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The British Virgin Islands’ statutory merger regime is straightforward, well established and effective. It has been used on a number of high profile, public transactions including, for example, Apax Partners’ $1.6 billion buyout of Tommy Hilfiger Corporation, and most recently by Essilor International SA for its recommended US$565 million takeover of NASDAQ listed FGX International Holdings Limited.

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The British Virgin Islands' statutory merger regime is straightforward, well established and effective. It has been used on a number of high profile, public transactions including, for example, Apax Partners' $1.6 billion buyout of Tommy Hilfiger Corporation, and most recently by Essilor International SA for its recommended US$565 million takeover of NASDAQ listed FGX International Holdings Limited.

This article examines the mechanics of the statutory procedure, its increasing popularity and pitfalls to be avoided.

A statutory merger is a merger between two or more companies, one of which will be a BVI company, effected pursuant to a specific statutory procedure, with the following events occurring simultaneously at the time of the merger:

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