An Overview of Al Tamimi s M&A Capabilities in the Middle East There are over 110 specialist corporate commercial lawyers at Al Tamimi & Company who are spread over all of its offices. Our Corporate Commercial practice at is the largest and most comprehensive in the Middle East region. The practice encompasses: Mergers & Acquisitions Advice on Family Business Structures Capital Markets/IPO s Employment & Employee Benefits Commercial Advice & Agreements Corporate Governance; and Corporate Structuring & Regulatory Advice Sports & Events Management We have handled many of the largest and most significant M&A deals in the Middle East. M&A deals require wide-ranging specialist legal input across different legal practice areas. In crossborder transactions we offer our clients an unequalled combination of specialist legal skills, and a network of lawyers practising in nine Middle Eastern countries who are well grounded in regional practice. Our M&A team has extensive cross-border transactional experience. Deals handled include acquisitions, disposals, joint ventures, mergers and strategic alliances. Our clients include global corporations, GCC listed and private corporations, governmental authorities, business enterprises, private equity firms and financial institutions. Our service offerings span all aspects of M&A practice: Preparing and negotiating acquisition agreements, shareholder agreements and joint ventures; Advising on transactions and end structures; Conducting legal due diligence reviews (buy-side or sell-side); Merger filings with relevant authorities throughout the region; Advising on Middle Eastern regulatory issues; and Reviewing and implementing transaction restructuring. Our Unique Attributes Middle Eastern legal expertise delivered to international standards. Long-established working relationships with Middle Eastern regulators and government authorities. Network of 17 offices across nine Middle Eastern countries. Qualified to practice local law in all jurisdictions where we operate we have local litigation capabilities and rights of audience before the courts in all nine countries. Al Tamimi & Company 1
A team of approximately 330 lawyers practising in the region Al Tamimi & Company has the largest legal capability on the ground of any law firm in the Middle East. A blend of lawyers from common and civil law backgrounds with lawyers trained to practice in both Arabic and English. Capability to deliver a one-stop and seamless service across the Middle East. Our Expertise Local Knowledge combined with International Standards Our diverse team includes Arabic, Western and Asian lawyers well versed in Middle Eastern and international legal systems, enabling us to provide incisive advice and effective representation to international standards. We have rights of audience to attend the courts in the countries in which we have offices in and do not need to engage separate local counsel to assist us. One Stop Shop We are a full-service commercial law firm and we draw on the support of specialists from our employment, property, litigation, IP, IT, insurance, banking and other specialist practices deployed across the most extensive regional legal network in the Middle East. Strong Relationships We are the only GCC based law firm operating across the Middle East and we have established working relationships with authorities and governments across the region. Practical Advice We provide clients in the Middle Eastern countries in which we operate with solutions which are practicable and workable in the region. Mergers & Acquisitions Deal Sheet A selection of our deal experience includes the following: Fast Moving Consumer Goods A global soft drinks company on the acquisition of half the equity in a beverage brands and bottling business in 9 countries for USD 980 million. Advising and assisting a U.S.A. based major soft drinks company in relation to an IPO valued at USD$ 1 billion (the first IPO of a soft drink company in KSA) and purchase of a company in KSA. An NYSE listed food company in relation to an acquisition of a leading distributor of frozen food products in Oman. Representing a multi-national beverage company on an acquisition of the Kuwait operations; Global Investment House on the acquisition of a majority interest in the Planet Pharmacies joint venture. Represented a private equity firm, on the acquisition of majority control of a major producer of spice and related-foods in the State of Kuwait and the rest of the GCC. Representing a real estate investment management company and other shareholders, on the sale of one of the largest international water bottling and distributors based in Kuwait. Al Tamimi & Company 2
Healthcare Represented the seller (a leading company in the field of management and equipping hospitals and clinics) on the sale of a UAE private hospital in the Northern Emirates of the UAE for USD 572 million. A Strategic Investment Fund on the acquisition of its substantial stake in a major healthcare operator in Abu Dhabi. An investment company on the restructuring of its UAE ownership structure to enable the listing of the company on the London Stock Exchange. An independent private equity company on the acquisition of a stake in a major healthcare operator across the GCC. A private equity firm on the acquisition of a stake in a private healthcare provider in Abu Dhabi by a fund under its management. Representing an investment company with a purchase of shares in a healthcare provider. An investment company on the acquisition of pharmaceutical companies in Jordan, Egypt and Oman. Banking and Financial Services A UAE Islamic bank on the acquisition of a controlling interest in a UAE listed financial house. A UAE stock exchange on the acquisition of a controlling interest in a stock exchange operating in the Dubai International Financial Centre. Advising an Abu Dhabi investment group on the acquisition of a UAE Central Bank licensed finance company with operations across the UAE. A leading investment company on the acquisition of a majority interest in a UAE finance company. Represented an investment advisory firm on a Capital Increase & Waiver of Shares, whereby Al Tamimi & Company assisted with the development and implementation of a hybrid mechanism tailored to inject capital into the company through a capital increase and the introduction of a strategic shareholder. Euro-American multinational financial services corporation on the joint venture with a stateowned holding company to establish a stock exchange. Represented an off-shore entity in the acquisition of a significant interest in an insurance company from a global investment house. Conducting comprehensive due diligence in relation to the merger of two listed banks in Iraq. Advising an international bank and a local Iraqi Bank on acquisitioning. A major local bank with regards to the acquisition of a construction development project whilst still in progress, including advising in relation to detailed corporate, regulatory, construction, real estate and funds structuring issues; Tourism and Leisure Representing a GCC banking institution in the purchase of a global hotel brand at Jumeirah Beach Residence, Dubai Marina. A Dubai based financial services provider on the sale of a strategic holding in a leading Middle Eastern hotel management company. Al Tamimi & Company 3
A financial advisory company on the acquisition of the GCC-wide operations of the health club chain. Acting as lead counsel on behalf of a Qatari Bank selling its interest in a golf development company to a Qatar real estate company in a deal worth 2.48 billion Riyal. Advising a Bahrain hotel group, on the acquisition of shares and due diligence. Advising a wealth management group of companies on its joint venture with a real estate developer in relation to the establishment of a hotel complex in the Baghdad International Airport area. A Qatari Investment Bank - on the acquisition of a controlling interest in a major UAE manufacturing conglomerate. Information Technology Advising a multinational technology company in relation to a joint venture with a leading company in KSA including associated outsourcing agreements and corporate and employment law issues. Advising a multinational technology company on KSA Competition Law Issues and on anti-trust law issues related to the client s business operations in KSA. Advising a multinational corporation and technology company on training and promotional campaigns in relation to retail sales personnel; providing IT support services. Represented multinational software corporation in the establishment of an agency agreement, negotiating lease terms and drafted tripartite agreements to resolve employee related issues. An Islamic finance company advised on the acquisition of a majority interest in security systems supplier in Abu Dhabi. Telecommunications Acting for Saudi Telecom Company (Seller) for Sale of significant shares valued at SAR 1 billion, advising on restructuring of business and transaction documents. E-Commerce Representing an online marketplace on the acquisition of an e-commerce s entities in the MENA region. Retailing A Dubai based investment company selling its 50% stake in a UAE supermarket (AED 135 million). Representing a Swiss watchmaker on the acquisition of equity in the major luxury goods retailer. Advising two car manufacturers in connection with the restructuring and implementation of the sale of its Middle Eastern assets to an Indian multinational conglomerate holding company. Represented a global manufacturer of confectionary on a distributor agreement, whereby Al Tamimi & Company Kuwait revised and negotiated a 20 year distribution agreement, on behalf of the global manufacturer of confectionary, as the principle and a large privately owned company in Kuwait as the local distributor. Human Resources Advising engineering recruitment company on the acquisition of a major human resources company in Iraq. Al Tamimi & Company 4
Logistics and Transportation Advising a Saudi investment group on the acquisitions of a logistics company valued at USD 120 million. Providing international due diligence and advising on the structure of the business. Represented a Kuwait-based logistics company in the acquisition of another logistics company based in Tunisia. Represented a major food supplier to the United State Military on horizontal acquisitions of operating entities in Kuwait. a Marine Service company on the QAR 445 million sale of its shipping business to a leading offshore support vessel company. Counsel to the steering committee of the USD 3 billion merger between a shipping and a portfolio management company, the first announced public merger ever undertaken in Qatar. Advising international container terminal operating company on the acquisition of logistics village. Advising global maritime industry group on acquisition of an Iraqi entity. Advising a fuel supply chain and logistics company on acquisition of the Iraq aviation company. Manufacturing Acting for an international food packing manufacturer on the acquisition of a packaging materials group of companies in the UAE, India and East Africa. A Qatari Bank on the acquisition of a controlling interest in a plastic fabrication company, a major UAE manufacturing conglomerate. Acting for a cables manufacturing company in the acquisition of a cable and wire factory in Abu Dhabi (transaction value in excess of AED 500 million). Advising a French optical equipment manufacturing company, on the acquisition of the largest precision optical lenses manufacturer in Abu Dhabi. Advising a multinational engineering company, in relation to the acquisition of a hydraulic pumps and values manufacturing and trading group of companies with operations in Abu Dhabi, Dubai, Sharjah, Qatar, Saudi Arabia, Bahrain, Kazakhstan and Azerbaijan. Represented Dubai based financial services provider in a USD 57 million block trade sale of shares in an industrial investment Company conducted through the Kuwait Stock Exchange. Representing an elevator and escalator company in one of the largest elevator/escalator company acquisitions to happen in Kuwait. Advising a Saudi based machinery manufacturing company on acquisition of minority stake valued at USD 30 million. Represented a major Saudi company in the acquisition of a Kuwait-based cement manufacturer. Acting for a heavy machinery manufacturing company (Seller) for disposal of significant shareholding valued at USD 100 million and related restructuring. Acting for an energy and industrial company in relation to in value of US$145 million of acquisition of a target industrial entity in Kingdom of Saudi Arabia. Al Tamimi & Company 5
Due diligence for a leading electrical explosion protecting and sensor technology manufacturer on an electro-mechanical explosion protection products manufacturing company in the Kingdom of Saudi Arabia as a part of an acquisition transaction. Advising a major cable manufacturer on the acquisition of a sister company through a share swap (share swap of a public listed company, the first of its kind in Jordan). Advised a Qatari shareholding company Jordan and a North American private railroad and transport management company on the BOT to establish and manage the phosphate railroad in Jordan. Oil & Gas A UK Interdealer broker acquiring PVM Oil operation in the UAE (total deal value USD 160 million worldwide). Represented a Kuwait holding company in the acquisition of a major supply entity for Kuwait Oil Company. Advising a business to business services company on its joint venture with an Iraqi State owned company. Conducting legal due diligence acting for an international investment company in relation to its acquisition of a Turkish oilfield services company and its subsidiaries in Kurdistan, Iraq. Construction Private equity investment firms acquiring an international engineering services company and a US industrial and infrastructure company and merging the MENA operations. A multinational mining company in relation to sale of tarmac business in the UAE, Qatar and Oman (transaction value worldwide: GBP 885). An engineering and infrastructure company on the acquisition of the DCN group of companies in the UAE (Abu Dhabi), Qatar, Cyprus, the Netherlands and South Africa. A Middle East engineering and construction group on the acquisition of the majority of shares in a leading Oil & Gas Contractor (Abu Dhabi). Advising a construction company, on a buy side mandate and related restructuring. Construction engineering company on the acquisition of equity in three contracting companies in the Kingdom of Saudi Arabia, Qatar and Kuwait. A US diesel locomotive manufacturer (a subsidiary of Caterpillar Inc.) USA in relation to establishment of a joint venture in KSA related to the railways industry; A Kuwaiti gas company on the acquisition of an engineering services company based in Scotland, a cathodic protection and engineering company. Advising a Lebanon based contractor on the acquisition of Iraqi project entity. Property Development Advising a Dubai government entity on its USD 500 million acquisition of a District Cooling business to form the largest district cooling operation in the world. Government investment company on its joint venture to establish a leading destination for sports and entertainment in the UAE in Abu Dhabi. Acting for a large architecture and engineering firm in the acquisition of an eminent architectural and design consultancy in Abu Dhabi and Dubai. Al Tamimi & Company 6
Advising a German Law firm and German real estate company on the transfer of assets and liabilities in KSA as part of a transfer of a global portfolio valued at 210 billion Euro. ECO & C41S Project valued at USD 1.4 billion A UAE Ministry project. Acting for Saudi based conglomerate and advising in relation to subcontracts with world's largest aerospace company and an aerospace, space, defence to security & transportation company. A Qatari leading investment company and a Qatari Bank on a QAR 364 million acquisition of a company involved in a sports facility from a real estate firm. Al Tamimi are responsive and able. They have an excellent blend of international and local expertise and comprehensive knowledge of local legal requirements. IFLR 1000 Al Tamimi & Company 7
Key M&A Contacts Dubai Gary Watts Partner, Head of Corporate Commercial g.watts@tamimi.com +971 4 331 7161 Gary is a partner and the head of Al Tamimi & Company s Regional (MENA) Corporate Commercial practice. Gary has practised in Dubai since 2006 and before that for 20 years in Australia. Gary chaired the Law Council of Australia s peak technical committee on corporate law and was a member of the Australian Takeovers Panel. Gary s experience in the GCC spans major cross-border acquisitions, IPO s and structuring family shareholder agreements and governance arrangements. Abu Dhabi James MacCallum Partner, Head of Corporate Commercial, Abu Dhabi j.maccallum@tamimi.com +971 2 813 0444 James MacCallum has practised corporate and commercial law in the UAE for 9 years. Prior to that time, James practised in the City of London. In the UAE, James has represented governmental and private sector corporations (both local and international), specialising in M&A and joint venture deals, transaction structuring and private equity. James heads Al Tamimi & Company s Corporate Commercial practice in Abu Dhabi. Ras Al Khaimah Adam Powell Head of Commercial Advisory, Ras Al Khaimah a.powell@tamimi.com +971 7 233 3841 Adam is an experienced corporate/commercial lawyer having qualified as a solicitor in England and Wales in 2001. Adam has expertise leading transactions and advising in relation to company and business acquisitions, mergers and divestments; subscription and shareholder agreements, joint venture and general commercial arrangements and corporate insolvency. Adam has particular experience in the natural resources / hydrocarbons sector and acted as company secretary for a resource exploration company for three years. Prior to joining Al Tamimi, Adam had previously worked in private practice in the City of London for over 15 years, including as a partner and head of corporate. Al Tamimi & Company 8
Kingdom of Saudi Arabia Grahame Nelson Partner, Head of Riyadh Office g.nelson@tamimi.com +966 1 416 9666 Grahame Nelson is the head of Al Tamimi & Company s Riyadh office. Grahame has over 30 years experience in the UK, Australia and the Middle East much of it in the energy and resources sector, electricity, corporate finance, and infrastructure projects. Grahame advises on corporate finance arrangements for significant projects, corporate acquisitions and disposals, and joint ventures. Grahame has practised in the GCC for over 9 years. Kuwait Alex Saleh Partner Head of Private Equity & Cross Border Transactions, Joint Head of Kuwait Office alex.saleh@tamimi.com +965 22462253 Alex Saleh is the head of Al Tamimi & Company's Kuwait office. Alex has over 20 years GCC and US legal experience. Alex has acted in a significant number of GCC mergers & acquisition deals including deals in the energy, pharmaceuticals, finance, real estate, communications and aviation industry sectors. Alex has been involved in most of Kuwait s large infrastructure and oil projects including power generation, water desalination and waste water projects. Alex practises law in English and is a fluent Arabic speaker. Philip Kotsis Partner, Joint Head of Kuwait Office p.kotsis@tamimi.com +965 22462253 Philip is a partner in Al Tamimi & Company s Kuwait office. Philip is US qualified and admitted (Michigan Bar) and has practised in Kuwait since 2008. Before that time, Philip practised for 7 years in the US. Philip has accumulated a range of experience in corporate transactions, mergers and acquisitions, corporate/joint venture organizations, finance and PPP projects. He also advises on foreign investment rules and structures in Kuwait. Al Tamimi & Company 9
Qatar Frank Lucente Partner, Corporate Commercial f.lucente@tamimi.com +974 4457 2777 Frank Lucente is a Partner in the Corporate Commercial practice of the Qatar office having previously worked in this field in Australia for some 20 years. Frank has had a wide exposure to all manner of corporate commercial transactions as well as having had experience in trusts and revenues fields. Frank advises clients on most aspects of Corporate Commercial law and provides practical advice on business structures. He has dealt with all manner of business establishments and is quick to recognise particular concerns of clients and provide practical solutions in a timely manner. Frank is also involved in taxation matters. Jordan and Iraq Khaled Al Saqqaf Partner, Head of Jordan and Iraq : k.saqqaf@tamimi.com +962 6 5777415 Khaled is a partner and the head of Al Tamimi and Co s Jordan and Iraq offices. Khaled s practices extend to acquisitions, disposals and merger transactions, complex agreements, commercial agencies, franchising and distributorship agreements, privatisation transactions and due diligence reviews. Khaled has specialist expertise in Jordanian telecommunications law. Khaled practises law in English and in Arabic. Mohammed Norri Partner, Head of Baghdad Office : m.norri@tamimi.com +964 790 131 6978 Mohammed is a partner and the head of Al Tamimi & Company s Baghdad office, specialising in corporate commercial matters. Mohammed has extensive commercial corporate experience such as preparing corporate documentation, drafting and reviewing commercial agreements relating to field operations, commercial agencies, franchising and distributorship agreements, due diligence reviews and joint ventures. Mohammed has also advised on finance, employment policies, contracts, disputes, labour unions and foreign investment rules and structures in Iraq. Al Tamimi & Company 10
Oman Ahmed Al Barwani Head of Oman Office a.albarwani@tamimi.com +968 95208557 Ahmed is a qualified court of appeal Omani lawyer. Ahmed has worked in various jurisdictions including UK, Dubai and Oman, and has been involved in substantial local and cross border transactions. Ahmed s particular expertise is in inward investment, corporate restructuring, corporate governance and mergers and acquisitions. Ahmed has advised numerous international and regional clients on establishing and operating business in Oman and other GCC countries in accordance with WTO agreements, Free Trade Agreements, GCC Economic Agreements and local laws. Egypt Mohamed Gabr Partner, Head of Corporate Commercial, Egypt : m.gabr@tamimi.com : +201005020007 Mohamed has extensive experience in M&A and capital markets transactions. He has advised various local and international clients on transaction documents, deal negotiations and due diligence in the context of mergers and acquisitions involving public and private companies. One of the firm's major strengths is that it has high-quality local and international lawyers. Chambers Global Al Tamimi & Company 11
Bahrain Foutoun Hajjar Partner, Head of Bahrain Office : f.hajjar@tamimi.com : +973 36070909 Foutoun is a Partner and the head of Al Tamimi & Company s Bahrain office. She is a UK qualified Barrister and Solicitor. She has extensive experience in a broad range of corporate, commercial and investment matters including mergers and acquisitions, investment funds, corporate restructurings and private equity transactions. During her career Foutoun has represented clients both in private practice and in-house, including banks, family run businesses, and multi-national corporate clients. Before joining Al Tamimi & Company, Foutoun served as the Head of Legal & Compliance (Middle East) for Royal & Sun Alliance Insurance (ME), a 100 FTSE listed company and the UK s largest general insurer. Foutoun has been practicing law in Bahrain for 13 years. Raj Pahuja Head of Corporate Commercial, Bahrain r.pahuja@tamimi.com +973 171 08932 Raj advises on a wide range of commercial matters, including mergers and acquisitions, joint ventures and project finance and has regional experience. Recent representations include acting for clients in the financial services, telecommunications, power, sports, mining and metallurgy, real estate development and software industries. Raj has particular skill in advising on infrastructure projects and large scale developments across a wide range of sectors, acting for a broad range of clients including owners, buyers, developers, project companies, financiers and international law firms. Al Tamimi & Company 12
About Us Al Tamimi & Company is the largest law firm in the Middle East with 17 offices across 9 countries. The firm has unrivalled experience, having operated in the region for over 25 years. Our lawyers combine international experience and qualifications with expert regional knowledge and understanding. We are a full-service firm, specialising in advising and supporting major international corporations, banks and financial institutions, government organisations and local, regional and international companies. Our main areas of expertise include arbitration & litigation, banking & finance, corporate & commercial, intellectual property, real estate, construction & infrastructure, and technology, media & telecommunications. Our lawyers provide quality legal advice and support to clients across all of our practice areas. Our business and regional footprint continues to grow, and we seek to expand further in line with our commitment to meet the needs of clients doing business across the Middle East. Our Regional Footprint With a focus on the Middle East, we have a strong understanding of the business environment that our clients operate in. This, combined with our full range of capabilities, ensures that clients receive sound, strategic legal advice. With lawyers in 17 offices across 9 countries in the region who are dedicated to working together interactively, we can respond knowledgeably and efficiently on any legal aspect across the region. Our unified approach illustrates our ability to work together with our clients, address their issues and identify reasonable commercial solutions by building close relationships with them. We recognise the importance of being easily accessible, commercially aware and at the leading forefront of market developments. We employ a diverse range of talented individuals from varied background and with differing perspectives. They are each familiar with international and local business customs and are capable of addressing issues in a collaborative manner. By having the ability to look at matters from every angle, we can apply our expertise confidently and decisively providing integrated solutions to legal and commercial issues in the Middle East. Al Tamimi & Company 13