ASAR – Al Ruwayeh & Partners (ASAR), recently assisted with undertaking a due diligence of Harsco’s joint venture Bahraini company involved in the infrastructure industry. Last year, Harsco Corporation (NYSE: HSC) (“Harsco”) and Clayton, Dubilier & Rice (“CD&R”) completed the sale of Harsco’s Infrastructure division into a joint venture between Harsco and CD&R, resulting in the combination of Harsco’s Infrastructure business with Brand Energy & Infrastructure Services, Inc. (“Brand”).
The international merger that was reported in leading publications and journals, is a leading single-source provider of multi-craft specialized industrial services and forming and shoring and total access solutions to the global energy and infrastructure markets. The total transaction cash value received is approximately US$300 million and an approximate 29 percent equity interest in the joint enterprise. As part of the restructuring, Harsco appointed ASAR Bahrain acting through Weil, Gotshal & Manges LLP in New York to assist with the share transfer formalities in Bahrain.
Considered a first major step in the strategic transformation of Harsco by Patrick Decker, Harsco President and Chief Executive Officer, the deal follows a period of extensive consideration and offers a number of compelling benefits to its shareholders, which include immediate strengthening of the company’s financial profile, reduced business complexities, improved consistency with company objectives for internal simplification and greater operating efficiency. Lastly, it maintains an equity position in a stronger and more profitable combined business, allowing Harsco to benefit from the additional value that will be created by the new venture.
ASAR Bahrain advised on structuring formalities relating to the transfer of shares from the existing Harsco’s subsidiary to another subsidiary in line with the transaction and reviewed all documentation related to the transaction, including top company level merger documents from a Bahrain law standpoint.
Post completion of the global transaction, the firm completed the remaining share formalities which included securing an exemption in order to complete the share transfer from the Ministry of Industry and Commerce (the only jurisdiction in the GCC in which a local law firm was able to secure an exemption for Harsco’s joint venture company) as well as completing the actual share transfer and securing a new industrial license for the joint venture company.
Mr. Ali Asghar Sheikh, Senior Associate in ASAR Bahrain said, ”Our wide-ranging local and international expertise through world class business deals, such as the Harsco joint venture, backed by a highly developed pool of diversified lawyers in the industry, raises the firm’s credibility in assuring top quality Bahrain legal advice. We are honored to have been recognized as formidable professional advisors of what is viewed as a synergized and lucrative venture for Bahrain and the world.”
In addition to completing the share transfer, ASAR Bahrain identified and completed various local law formalities and is presently assisting with post share transfer formalities on an ongoing basis.
ASAR provides clients across an extensive range of industry sectors with comprehensive legal support for their business activities across the GCC and beyond. The firm’s cross-jurisdictional practice, between Bahrain and Kuwait helps clients create the appropriate vehicles and ensure that they comply with the detailed provisions regarding corporate governance and operation under local laws and regulatory regimes.
The firm has been referred to as one of the leading corporate and commercial law firms in Bahrain and has won the ‘Best M&A Deal of the Year’ by Islamic Finance among others.
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