ASAR – Al Ruwayeh & Partners acts as Kuwait legal counsel to Adeptio in Kuwait’s largest ever M&A transaction under the Capital Markets Law

Kuwait – October, 2016: ASAR – Al Ruwayeh & Partners (ASAR), Kuwait’s leading and most prominent corporate law firm, and one of the region’s top tier law firms, is pleased to have acted as Kuwait law counsel to Adeptio AD Investments SPC Ltd (Adeptio) in Kuwait’s largest ever M&A transaction under the Capital Markets Law whereby Adeptio acquired 67% of the share capital of Kuwait Food Company KSCP (Americana) from Al Khair National for Stocks and Real Estate. With a network in excess of 1,200 outlets, Americana is the largest operator of restaurant chains in the MENA region, and has brands such as KFC, Pizza Hut, Hardees, TGI Friday’s, Costa Coffee and Krispy Kreme in the Americana stable. Americana is also one of the region’s leading food manufacturing businesses, which includes brands such as California Garden.

The successful Adeptio acquisition of 67% of Americana will trigger the initiation of a mandatory takeover offering (MTO) which will allow shareholders holding the remaining 33% of the share capital in Americana to tender their shares for sale to Adeptio. ASAR is also proud to be acting as Kuwait law counsel to Adeptio in relation to its MTO offering; the ASAR team acting on the MTO being Messrs. Sam Habbas, Rob Little, Ezekiel Tuma and John Cunha.

This M&A transaction is a landmark and precedent setting transaction in Kuwait given the nature and size of the deal which was more than two years in the making and involved major stakeholders including some of the world’s leading banks and investment advisors.

Mr. Sam Habbas– Senior Partner at ASAR noted that: “We are delighted to have been able to successfully close this 1st phase of the transaction. It certainly is a landmark transaction, and one which will serve as the blueprint for future M&A deals of this magnitude. Given the various issues that needed to be attended to during the course of this transaction, we are also particularly proud of the manner in which various Kuwaiti laws (including the Kuwait Capital Markets Law), rules and regulations held up, and passed with flying colors, as they were being stress tested under the weight of this transaction. As was previously mentioned when our firm was last week awarded the IFLR National Law Firm of the Year Award for 2016, this M&A transaction is an example of our consistent diligence and commitment in providing quality legal services of the highest caliber. Our clients always come first, their success is our success, and we intend to keep it that way.”

Mr. Ezekiel Tuma – Partner at ASAR noted that: “Large public acquisition deals have been quite rare in the Kuwait market. However, we have always been confident that over time the Kuwaiti market for public acquisitions would pick up and that we would incrementally see more deals in this area. Our firm is extremely proud to have assisted Adeptio in undertaking this successful acquisition of Americana, which we strongly believe will be the first of countless public acquisitions to come. The success of this acquisition emphasizes the immense confidence investors have in Kuwait. We will continue to expertly assist our clients to take advantage of the attractive opportunities arising in the area of public acquisitions.

With dedicated offices in Kuwait and Bahrain coupled with its associated offices and relationships, ASAR provides clients across an extensive range of industry sectors with comprehensive legal advice and support for their business activities in Kuwait, Bahrain, across the GCC and beyond.

The firm has been consistently rated as the leading corporate and commercial law firm in Kuwait by reputable legal guides such as the International Financial Law Review (IFLR), Chambers Global Guide, and the Legal 500. In 2016, ASAR was awarded with the IFLR National Law Firm of the Year Award; an award which ASAR has been delighted to receive for the 8th consecutive year.

ASAR lawyers have also received multiple awards under different categories in the Fourth Edition of ‘Best Lawyers’ in Kuwait.