[Last updated: 1 January 2025, unless otherwise noted]

A takeover in Kazakhstan may be conducted by way of a tender offer. As was previously mentioned, there is no takeover code in Kazakhstan. Thus, many issues arising in connection with a takeover are not specifically regulated under Kazakhstani law.

For example:

• there is no definition of the term "control" for the purposes of takeover deals;
• there are no rules as to how and when a bid must be made public;
• there is no requirement to prepare a prospectus or submit it to the Agency (or any other authority) for approval;
• the bidder, in principle, is free to determine the price and form of consideration. The offered consideration may be paid in cash, securities or a combination of both. However, where a bidder makes a mandatory tender offer, the price of the tender bid must be no less than the market price;
• the bidder is free to make the bid subject to conditions precedent, including a minimum acceptance level, and regulatory and corporate authorizations. However, where a bidder makes a mandatory tender offer, the bid must be unconditional;
• there are no creeper rules; and
• there are no concepts of recommended and hostile offers or tender offers.

The bidder may effect the acquisition on a stock exchange or outside of a stock exchange. Where the deal is effected outside of a stock exchange, the above issues may be determined by the bidder on its own (based on its agreement with the shareholders) as there are no specific legal restrictions.

Where the transaction is settled through a stock exchange, the rules of the relevant stock exchange will apply.

Under Kazakhstani law, there is no concept of a "fiduciary duty." Thus, a majority shareholder does not owe any particular duties to the minority shareholders in terms of abuse of its dominant position.