Mergers & Acquisitions

With increased foreign interest and investment being directed to the Gulf region, mergers and acquisitions is a rapidly developing practice area. Identified as a leading adviser on mergers, and acquisitions, ASAR actively represents both local and international clients in the processes involved with corporate acquisitions in a constantly evolving regulatory and legal environment.

We typically assist our clients regarding each step of any acquisition. We advise and assist on transaction structures, preliminary agreements, due diligence, acquisition documents, acquisition financing, transaction negotiations, and closing procedures.

We also facilitate compliance with stock exchange and regulatory requirements including block trading rules, tender offer regulations and interfacing with bourses, brokers and governmental officials. ASAR is also equipped to support clients to realize the full value of their proposed transactions. Over the years ASAR has advised on many of the most complex and innovative acquisitions in Kuwait and Bahrain, and has won several international awards in this regard.

Experience

• Acquisition of Talabat
  • ASAR acted as Kuwaiti counsel in the acquisition of a pioneer online food delivery business in Kuwait with operations in Kuwait, Kingdom of Saudi Arabia, Bahrain, United Arab Emirates, Oman and Qatar.

• Acquisition of stake in Abyat KSC
  • ASAR acted as Kuwaiti counsel in the acquisition of a minority stake in a home furniture and furnishings store with operations in Kuwait, Kingdom of Saudi Arabia, and the United Arab Emirates.

• Clothing Retailer Acquisition
  • ASAR is currently acting as Kuwait counsel to an international law firm with regard to the acquisition of shares in a leading clothing retailer in Kuwait and regionally.

• Etisalat Proposed Acquisition
  • ASAR acted as Kuwaiti counsel to Emirates Telecommunication Company (Etisalat) for its proposed acquisition of a controlling stake in Mobile Telecommunications Company K.S.C. (Zain).

• Industrial Company Acquisition
  • ASAR is currently acting as legal counsel to a private equity fund in the acquisition of 100% of the shares of an established industrial company.

• Acquisition of a listed company
  • ASAR is currently acting for the seller in the sale of a 23% stake in a public listed company and is currently advising on all aspects of the transaction including the structuring of the sale transaction which is expected to be a landmark public acquisition in Kuwait.

• Batelco Acquisition
  • ASAR represented Batelco in its acquisition of additional shares in Qualitynet, a leading ISP.

• Education institutions
  • ASAR represented Global Investment House and other clients in the acquisition of shares and assets in various educational institutions in Kuwait.

• United Education Company KSCC
  • ASAR acted for United Education Company in the restructuring of some of their existing business operations and holdings, including American University School of Kuwait and American University of Kuwait.
  • Acted on behalf of Al Kout for its acquisition of Safewater Chemicals LCC, an Abu Dhabi based company, and the contemporaneous divestiture of the target’s “Salt Pond” business line.

• National Mobile Telecommunications Co. KSC (Wataniya)
  • ASAR acted for a consortium of sellers led by KIPCO for the sale of 51% of the shares in Wataniya to Qtel. This is the largest M&A transaction in Kuwait to date with a deal value in excess of KD 1 billion.

• Sale of Hempel Paints interests
  • ASAR acted as legal advisors to United Industries Company (UIC) in the divestiture by UIC of its interests in Hempel Paints business operations in Kuwait, Bahrain, Saudi Arabia, Syria, Qatar and the UAE.

• Fairfax Middle East Holdings Inc (“Fairfax”)
  • ASAR advised Fairfax, a Canadian entity on its acquisition of 39.2% of a listed Kuwaiti insurance company in a transaction worth approximately USD 212.5 million which closed in September 2010.

• Jazeera Airways Company K.S.C. (“Jazeera”)
  • ASAR acted as lead transaction counsel to Jazeera in the sale of 100% of the shares of Sahaab Aircraft Leasing WLL to Jazeera Airways Company for a consideration of USD 89 million.

• Bahraini Insurance Takaful
  • ASAR acted as legal counsel in the acquisition of 30% of a Kuwaiti insurance takaful by a Bahraini insurance takaful. This was similarly a cross border transaction.

• Metropolitan Life Insurance Company Inc. – “MetLife’’
  • ASAR acted as Kuwait legal counsel to Metlife on its acquisition of American Life Insurance Company (ALICO) from American International Group. This acquisition spanned numerous jurisdictions.

• Al Fajer Re Acquisition
  • ASAR acted as legal counsel in the acquisition of 20% of Al Fajer Re (a leading Islamic re-insurer in Kuwait) by a Bahraini entity, in a cross-border transaction.

• Hilal Cement Co. KSCC
  • ASAR represented a consortium of sellers led by the Boodai Group for a sale of 51% of the listed shares in Hilal Cement Company KSCC to a member of the Italcementi Group of companies. This was the first time a foreign company had acquired a controlling interest in a Kuwait listed company.

• Zain Acquisition
  • ASAR assisted Mobile Telecommunications Company K.S.C. (Zain), Kuwait’s largest mobile phone operator, for the USD 4 billion acquisition of a 56.3 percent stake in Palestine Telecommunication Co. (PalTel) by way of a share swap transaction.  This acquisition provides Zain with a majority control in PalTel.

• Al Dorra Petroleum Services Co. KSC
  • ASAR advised on the acquisition of four Kuwaiti WLL companies involved in the Kuwait oil & gas industry and conducted a legal due diligence on these companies.

• Kuwait German Company – Ready Mix Concrete WLL
  • ASAR represented the purchaser, a Kuwaiti publicly traded company, in its acquisition of all of the interests in the target.

• ASAR acted on behalf of the purchaser, Praxair Inc., the largest industrial gases company in North and South America, and one of the largest worldwide, in a multi-jurisdictional acquisition transaction. Praxair Inc. acquired 49% of Refrigeration Oxygen Limited Company WLL (ROC) in Kuwait and its subsidiary Qatari Oxygen Company WLL in Qatar.

• Ikarus Petroluem Industries
  • ASAR acted as Kuwaiti counsel to Ikarus Petroleum Industries Company in its acquisition of an 11% stake in International Acetyl Company (IAC) and International Vinyl Acetate Company (IVAC) from Sipchem.