MERGERS AND ACQUISITIONS

A D D L E S H AW G O D D A R D

Our corporate lawyers have a strong track record of undertaking significant and complex M&A acquisitions and disposals across the GCC. Our lawyers are fully conversant with regional issues and have considerable experience of regional and cross-border transactions. We offer clients excellent service delivery which meets and exceeds their expectations and we achieve this through our commitment to quality, regional and international expertise and a dedicated focus on key sectors.

We support our clients with the full range of M&A transaction services, including assessing opportunities, preliminary documents (confidentiality agreements, term sheets and exclusivity agreements), due diligence, disclosure, sale and purchase agreements, financing (including Islamic financing), security arrangements, signing and closing and post-closing matters.

Adding valueIn a competitive market, we recognise that technical ability is a given. We develop a deeper understanding of how our clients operate (from both a commercial and legal perspective) and identify ways that genuinely add value. Examples of this approach include:

► Sector focus – Our firmwide focus on key sectors including retail and consumer, healthcare, education, real estate, industrials, transport, energy and financial services helps us to identify and assess transaction opportunities and gives us a deep insight into transactions in those sectors;

► International quality combined with local insight and “on the ground” execution capability – Addleshaw Goddard has invested heavily to bring

together a regional team that offers the highest international quality and standards together with substantial regional experience;

► Investing in client relationships – Using regular update meetings, secondments and comprehensive post-transaction reviews to ensure that we tailor our services to client needs;

► Flexible ways of working – Giving clients the lawyers that they want and where they want them and with pricing arrangements that offer flexibility, efficiency and which appropriately share risk; and

► A unique approach to deal planning and project management – Developing a deep understanding of the key financial and commercial drivers of a deal which we use to focus the approach and documentation (rather than the documents driving the deal).

International standards and local expertiseOur GCC corporate practice comprises lawyers who combine impressive regional and international transaction experience with the advantage of being located at the heart of the region’s deal making centre. Our team is thoroughly conversant with the issues faced by our clients.

With offices in Dubai, Doha and Muscat, a close relationship with a highly regarded local law firm in the Kingdom of Saudi Arabia, and an established network of leading law firms in all other key jurisdictions in which we operate throughout the GCC, we are able to execute regional transactions on behalf of our clients in an efficient and seamless manner through a single point of contact.

© 2017 Addleshaw Goddard LLP. All rights reserved. Extracts may be copied with prior permission and provided their source is acknowledged. This document is for general information only. It is not legal advice and should not be acted or relied on as being so, accordingly Addleshaw Goddard disclaims any responsibility. It does not create a solicitor-client relationship between Addleshaw Goddard and any other person. Legal advice should be taken before applying any information in this document to any facts and circumstances. Addleshaw Goddard is an international legal practice carried on by Addleshaw Goddard LLP (a limited liability partnership registered in England & Wales and authorised and regulated by the Solicitors Regulation Authority and the Law Society of Scotland) and its affiliated undertakings. Addleshaw Goddard operates in the Dubai International Financial Centre through Addleshaw Goddard (Middle East) LLP (registered with and regulated by the DFSA), in the Qatar Financial Centre through Addleshaw Goddard (GCC) LLP (licensed by the QFCA), in Oman through Addleshaw Goddard (Middle East) LLP in association with Nasser Al Habsi & Saif Al Mamari Law Firm (licensed by the Oman Ministry of Justice) and in Hong Kong, Addleshaw Goddard (Hong Kong) LLP, a Hong Kong limited liability partnership pursuant to the Legal Practitioners Ordinance and regulated by the Law Society of Hong Kong. In Tokyo, legal services are offered through Addleshaw Goddard’s formal alliance with Hashidate Law Office. A list of members/principals for each firm will be provided upon request. The term partner refers to any individual who is a member of any Addleshaw Goddard entity or association or an employee or consultant with equivalent standing and qualifications. If you prefer not to receive promotional material from us, please email us at unsubscribe@addleshawgoddard.com. For further information please consult our website www.addleshawgoddard.com or www.aglaw.com.

Representative dealsOur team has a strong track record of undertaking significant and complex acquisitions and disposals across the GCC. Our lawyers are fully conversant with regional issues and have considerable experience of regional and cross-border transactions.

We support our clients with the full range of M&A transaction services, including assessing opportunities, preliminary documents (confidentiality agreements, term sheets and exclusivity agreements), due diligence, disclosure, sale and purchase agreements, financing (including Islamic financing), security arrangements, signing and closing and post-closing matters.

This includes advising:

► Actuant Corporation, an NYSE-listed company, on its acquisition of the FourQuest Energy business in the United Arab Emirates, Qatar, Oman, Saudi Arabia, Kuwait, Algeria and Kazakhstan;

► The Bhatia family in connection with the restructure of the Automech companies involving entities across Dubai, Abu Dhabi, the British Virgin Islands, Belize and the KSA;

► A UK specialist education fund on the acquisition of the entire share capital of Abu Dhabi based school from an individual founder seller;

► Hira Industries on the disposal of 50% of its interest in its business to a Dutch-based buyer, Walraven Holding;

► The shareholders of a premium food importing business in relation to the disposal of their business to a private equity-backed company;

► TUV Rheinland on its acquisition of a multi-national risk consultancy business;

► Carlyle Group in relation to the acquisition of a forty-nine per cent interest in Alamaar Foods, a pan-GCC catering and food manufacturing business headquartered in KSA;

► Dubai International Capital in relation to the disposal of its forty-five per cent interest in a UAE-based entity operating in the industrial sector;

► Freightliner, 3i and Electra on the acquisition of Freightliner by Bahrain investment firm Arcapita;

► A leading US private equity house on its disposal of forty-two percent interest in the group that owns the master franchise to a number of leading fast-food brands;

► Fircroft Engineering Services on its acquisition of a KSA-based business;

► CedarBridge Capital Partners on its acquisition of the entire share capital of a company that owns and operates the leading beauty spa, Sisters Beauty Lounge;

► Qatar First Bank on its subscription for shares in the group that owns and operates the Cambridge Medical Rehabilitation Centres in the UAE;

► Indevco Group on the acquisition of a packaging business in the UAE;

► A Dubai-based sovereign wealth fund in relation to the disposal of an interest in its Singaporean-based portfolio company and the restructuring of associated shareholder debt;

► EC Harris on its merger with Dutch consulting and management services company Arcadis;

► Travelodge on its US 1billion disposal to Dubai International Capital;

► A prominent investment house in Dubai in relation to investments in Africa;

► Sellers and management of a Dubai-based food distribution business in relation to private equity investment; and

► Sellers on the part-disposal of a large construction business in Qatar.

LOWRI LLWYDLegal Director

t: +971 4 350 6425 e: l.llwyd@aglaw.com

DARREN HARRISPartner

t: +971 4 350 6429 e: d.harris@aglaw.com

OLIVER STEVENSHead of Corporate Oman

t: +968 2495 0715 e: o.stevens@aglaw.com

ANDREW JOHNSTONPartner and Head of Corporate GCC

t: +971 4 350 6423 e: a.johnston@aglaw.com