ASAR – Al Ruwayeh & Partners Advised BFLC And Truffle Hospitality On Bahrain’s First Reverse Merger Via Share-Swap Transaction

ASAR – Al Ruwayeh & Partners advised BFLC and Truffle Hospitality on Bahrain’s first reverse merger via share-swap transaction

The leading corporate law firm based in Kuwait and Bahrain, ASAR – Al Ruwayeh & Partners acted as legal counsel to Bahrain Family Leisure Company (BFLC), a Bahrain Bourse-listed hospitality and entertainment company, and Truffle Hospitality Holding W.L.L., the food and beverage subsidiary of Dividend Gate Capital, in connection with a share-swap reverse merger. Upon completion, Truffle Hospitality will become a wholly owned subsidiary of BFLC, with Dividend Gate Capital becoming the majority shareholder of the listed entity, subject to shareholder and regulatory approvals.

ASAR Bahrain advised on the structuring and implementation of the reverse merger, including corporate and capital markets regulatory compliance, drafting and negotiation of transaction documentation, coordination of filings with the Bahrain Bourse and the Central Bank of Bahrain (CBB), and guidance on shareholder circulars, disclosure obligations, and market conduct requirements. The firm also advised on the whitewash procedure under Module TMA of Volume 6 of the CBB Rulebook in connection with the waiver of mandatory takeover provisions.

This transaction represents the first completed reverse merger in Bahrain and the second capital markets transaction in the jurisdiction to invoke the whitewash mechanism under the CBB Rulebook. The structure enabled a private hospitality group to combine with a listed entity without undertaking a traditional IPO, requiring close coordination across regulatory authorities and stakeholders in both private and public company environments.

The ASAR Bahrain transaction team was led by Simone Del Nevo (Partner) and David Walker (Partner), with support from Sherif Saad Eldin (Senior Associate), Rahul Sud (Senior Associate), Ahmed Al-Saeed (Associate), and Maram Sharaf (Associate).

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