Qatar Rewrites the Playbook: What the New Public M&A Rules Mean for Market Participants

At a Glance

Qatar's financial markets regulator, the Qatar Financial Markets Authority (QFMA), has overhauled the rules governing public company mergers and acquisitions, replacing a decade-old framework with a modernised regime that will reshape how deals are structured, timed, and executed. Here are the headlines:

• Cross-sector deals unlocked. The long-standing requirement that offers be directed at companies in the same or a similar field of activity has been removed, opening the door to a broader universe of transactions.
• New compulsory offer thresholds. A two-tier system now applies: 75% for main market companies and 90% for second market companies, with the 90% obligation triggered automatically — shareholder application is no longer required.
• Reverse takeovers regulated for the first time. The new rules bring these structures within a defined framework, ending a period of regulatory uncertainty.
• Tighter, time-bound processes. From QFMA decision deadlines to post-merger delisting mechanics, the new regime imposes precise procedural timelines that will demand closer attention from deal teams.
• Expanded indirect ownership rules. Holdings of spouses, minor children, group entities, and alliance partners are now aggregated under a detailed attribution framework, widening the net for threshold calculations.

Read on for a more detailed breakdown of the key changes.

Introduction

The QFMA has issued a comprehensive replacement of the M&A regulatory framework previously contained in its Decision No. 2/2014 (as amended by Decision No. 2/2015) (the Previous Rules). The new rules were issued by the QFMA via its Board Decision No. 8/2025 (the New Rules) and introduce meaningful changes across the full M&A process. The following sets out the principal areas of change.

Scope and Sector Restriction

The New Rules apply to mergers where at least one party is a Qatari listed company, and to acquisitions where the offeree is a Qatari listed company. Unlike the Previous Rules, they expressly do not apply to transactions involving only an unlisted subsidiary of a listed company, though the listed company must still disclose such events. More significantly, the sector restriction, which previously required offers to be directed only at companies in the same or similar field of activity, has been taken out entirely, removing a notable structural impediment to cross-sector corporate activity.

Key Definitions

Several definitions have been tightened. “Major shareholder” now expressly captures indirect ownership and aggregates holdings with those of the person's spouse and minor children. “Alliance” has been broadened beyond agreements to acquire voting rights to any agreement to pursue a common purpose in relation to a listed company; the breadth of this reformulation is notable, as it may extend to informal shareholder coordination arrangements or parallel commercial dealings that were not previously caught. Senior management is now split into two tiers: “senior executive management” (the CEO and direct reports with strategic responsibility) and the broader “senior management” (the chairman, the board and the senior executive management), creating greater precision in conflict and trading restriction provisions. The term “working day” is now defined by reference to an objective calendar test rather than the QFMA's internal business days.

Reverse Takeovers

The New Rules expressly regulate reverse takeovers for the first time, applying the acquisition framework with specific modifications (e.g., the listed company to be acquired is treated as the "offeror" and the acquiring company as the "offeree"). The Previous Rules left such structures in regulatory uncertainty.

Offer Period

The New Rules introduce a more precise and workable definition of the offer period. Under the Previous Rules, the offer period ran from “the minute of announcement of intention in a potential offer” until execution of the offer, a formulation that gave rise to uncertainty about the precise trigger point, particularly where discussions had been ongoing prior to any formal announcement.

Under the New Rules, the offer period begins when the offeror applies to the QFMA for approval of the offer, or, if earlier, when the existence of the offer is first publicly disclosed. It ends when the offer is completed. A further refinement applies where the offeree (or a person connected with it) is subject to obligations or restrictions during the offer period: in that context, the offer period is taken to begin when the offeree or that person first becomes aware of the offer. This distinction is important in practice, as it determines from what point the offeree's board is, for example, subject to any applicable dealing or conduct restrictions, even where the offer has not yet been publicly announced.

Offer Process

Timetable: The offeror must now submit a timetable within 10 working days of disclosure (or before the application if not yet disclosed), covering five specified items, namely: (1) the date the offer document is proposed to be given to the QFMA for approval; (2) the date the approved offer document is proposed to be given to the offeree; (3) if the offeror is a listed company, the date by which the offeror’s shareholders’ approval is proposed to be obtained; (4) the proposed closing date; and (5) in the case of an acquisition, the proposed final date for paying the amount or other consideration to be provided to the offeree’s shareholders. The Previous Rules required submission within two weeks of announcement of the preliminary agreement and listed nine required items.

QFMA approval: The QFMA must now issue its decision within 10 working days of receiving a complete application, with provision for extension if further information is required. The previous regime required all documents to be submitted no less than 30 days before the extraordinary general assembly of the company (the EGA), with no equivalent decision clock. If the offeror is a listed company, the offer document must now be sent to shareholders no later than 10 working days before the EGA (rather than 15 calendar days).

Withdrawal: The New Rules replace the broad “important event” test with a more precisely calibrated standard: the event must be one the offeror did not and could not reasonably have expected, must have or be likely to have an effect on the value of the offeree, and must be approved by the QFMA (having regard to the interests of the offeror, the offeree, the offeror’s or offeree’s licensed exchange, and the public). The six-month bar on a new offer following withdrawal is retained.

Amendment: The prohibition on revising offer terms in the last seven days of the offer period has been removed. Instead, the New Rules provide that if an amendment is approved by the QFMA, the closing date must be postponed to at least five working days after disclosure of the amendment.

Competing offers: The strict 2% minimum value increase over any prior offer is retained, but the QFMA's previous discretion to approve a competing offer without a higher price (where conditions were otherwise significantly improved) has been removed. The New Rules are therefore stricter in terms of the conditions for a competing offer, though they provide clearer certainty about the applicable threshold.

Completion deadline: The deadline to complete has been restated as 30 working days from EGA approval (previously, one calendar month), subtly extending the available period in most scenarios.

Post-Merger Process

The New Rules introduce a structured, time-bound post-merger process. On receiving a confirmation notice from the offeror, the QFMA directs the exchange to suspend trading. Within five working days, the exchange must delist the extinguished entity's securities and either lift the trading suspension for the surviving entity or list the new entity's securities (if listing requirements are met). A new merged entity must publish reviewed financial statements within five working days of listing. The Previous Rules left the trading suspension running indefinitely until the merger was "fully achieved," with no equivalent time-bound mechanism.

Compulsory Offers and Ownership

The most significant substantive change is the introduction of a market-tier differentiation for the compulsory offer threshold: 75% for main market companies (unchanged) and 90% for second market companies (new). Compulsory offers must be made within 30 working days of the triggering transaction.

The 90% compulsory offer obligation has also been fundamentally restructured. Under the Previous Rules, a minority shareholder holding at least 30% of remaining capital could apply to the QFMA to require a further offer. Under the New Rules, the obligation is automatic and imposed directly on the acquirer upon reaching 90% (but less than 100%), without any shareholder application.

The New Rules also introduce a detailed indirect ownership calculation framework (covering spousal, minor children, group entity, and alliance holdings), replacing the more rudimentary approach in the Previous Rules.

Ownership Limits in Articles of Association

A wholly new regime governs articles of association ownership limits. Depositories must now actively refuse to process transactions that would breach such limits and report excess shareholdings to the QFMA monthly. Where an excess is not remedied within the QFMA's prescribed period, the listed company must apply for a share buyback programme to purchase the excess shares at market price. Shares held in excess carry no rights of any kind, including attendance, voting, and dividend rights.

Conclusion

Taken together, the New Rules represent a material modernisation of Qatar's public M&A framework. The revisions reflect a clear regulatory intent to enhance procedural certainty, impose more precise obligations on market participants, and align the regime more closely with international standards. The removal of the sector restriction, the introduction of market-tier differentiation for compulsory offer thresholds, the formalisation of reverse takeover regulation, and the imposition of time-bound post-merger mechanics each address structural gaps or ambiguities that existed under the Previous Rules. Market participants and their advisers will need to familiarise themselves with the revised definitions, tighter procedural timelines, and the expanded scope of indirect ownership attribution, all of which will have practical implications for transaction planning and execution in the Qatari listed company space.