Corporate, Merger & Acquisition
Over View
We provide legal advice to leading global and domestic corporations, investment banks, private equity providers and state entities from all industry sectors, in relation to their corporate activity in Egypt.
Our Service Cover
- Mergers & Acquisitions – public & private.
- Strategic investments.
- Restructurings.
- Private Equity and Venture Capital.
- Shareholders agreements, joint ventures, and partnerships.
- Company Law, Listing Rules, Takeover Rules Stock exchange rules.
- Liquidations and exit plans. Shareholders rights.
- Directors’ liabilities and obligations.
- Corporate establishing.
- Compliance, disclosures, and corporate governance.
Our Corporate and M&A Team is specialized in providing various legal services including, but not limited to, the following:
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M&A Transactions
R&R has unique experience in handling big and medium size M&A transactions taking place in Egypt. We efficiently work on behalf of business stakeholders representing both sellers and purchasers. Our experience includes the following:
- Conducting legal due diligence on the target business/company and providing high level red-flag and legal due diligence reports.
- Drafting and reviewing transaction documents including the share purchase agreement, shareholders’ agreements, shareholders and board resolutions and other transaction related documents.
- Agreeing with the stakeholders on the action plan and timeline for completion.
- Assisting and handling the procedures of share transfer or the transfer of assets/employees/business of the target from the seller to the purchaser.
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Regulatory Affairs and Corporate Governance
We have distinguished team specialized in handling all types of corporate secretarial matters in front of the General Authority for Investment and Free Zones (GAFI) and other relevant authorities. Our team handles the procedures of holding companies’ annual shareholders’ meetings, extra-ordinary meetings for amending articles of incorporation of companies as well as holding board meetings, undertaking the liquidation of companies and closure of branches and representative offices.
We also provide various corporate legal services and advices, as well as handling the day-to-day corporate secretarial works for multiple multinational corporations in Egypt; such as Medtronic, Nufarm, Kellogs Tolaram, Eni S.p.A, Exxon Mobil, G4S, Haier, British Airways, Acos Egypt, Marubeni Itochu Tubulars …etc.
Our specialized corporate lawyers undertake all regulatory tasks, including the following:
- Extracting all kinds of business licenses and approvals (i.e. importation licenses, custom releases … etc.).
- Extracting Tax Cards and VAT registration cards.
- Undertaking the procedures of registering factories and companies with the General Organization for Exportation and Importation Control (GOEIC).
- Extracting Industrial Licenses from the Industrial Development Authority (IDA).
- Dealing with notary public offices and real estate offices for the registration of lands and real estate units.
- Dealing with the Ministry of Supply and Internal Trade, Internal Trade Development Authority – Trademark Department (ITDA) for the registration of trademarks.
- Dealing with the National Telecommunication Regulatory Authority (NTRA) for extracting licenses and permissions for the importation and distribution of telecommunication equipment.
- Dealing with the Ministry of Health (MOH) and Central Administration for Pharmaceutical Affairs (CAPA) for the registration and licensing of pharmaceutical products, cosmetics and medical equipment and devices.
- Dealing with the Ministry of Trade and Industry – Trade Remedies Sector (TRS) to respond – on behalf of our clients – and handle anti-dumping investigation taking place against the importation of certain materials.
- Dealing with the Egyptian Competition Authority (ECA) to ensure companies’ compliance with the requirements determined under relevant laws.
- Dealing with the Ministry of Manpower and Labor Offices for extracting work permits in favour of non-Egyptian managers/board members.
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General Legal Advice:
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- We provide our clients – on a day to day basis – with general legal advice in relation to miscellaneous matters including – for instance – matters relating to the rights and responsibilities of shareholders and board members, profit distribution and employees’ profit share, data protection and privacy, termination of commercial agency, food and beverage manufacturing legal measures, income and payroll taxes, contractor insurance, force majeure and termination of contracts, registration of pharmaceutical products and medical equipment….etc
Sample of Recent Experience
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Share Acquisition:
- Acted as the local counsel for Eni, the Italian multinational oil and gas company, in the landmark transaction relating to the restructuring of Damietta LNG facility as well as the settlement negotiation in relation to the USD 2 Billion arbitration award against the Egyptian Government. Our role included advising Eni on the acquisition of 50% of Union Fenosa Gas’ shares in SEGAS company, as a part of a big settlement agreement concluded with the Egyptian Government in relation to Damietta LNG project.
- Advising investors from Saudi Arabia to sell their stake in Biofarm Pharmaceutical Industries; including preparation of the contracts of the purchase and sale of shares, the exit process, and providing advice on priority rights, change of control of the company, and the terms and conditions of selling pharmaceutical companies in Egypt.
- Advised the Chinese state-owned Yantian International Container Terminals in an acquisition of shares of an Alexandria International Container Terminals S.A.E (AICT).
- Advising a Chinese state-owned company in its prospective acquisition of 7% of shares of an Egyptian port. The value of the transaction is around USD 50 million.
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Due Diligence
- Handling several legal due diligences and acquisitions for well-known clients, such as Maersk, the Danish shipping giant, and Saudi Arabia VC Raed Ventures. We advised them in relation to the Egyptian law aspects of the $42 million Series A round of investment in Trella, the technology platform that connects shippers to carriers.
- Conducting legal due diligence on Qcentris Egypt, subsidiary of Qcentris Group – a multinational leading group focuses on software development, computer systems, applications, QA services, Wealth-Tech, Lend-Tech, Digital Transformation, Quality Assurance, Consulting and Outsourcing.
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Restructuring:
Providing legal advice to one of the global security services companies in the restructuring of its companies in Egypt after the promulgation of a new law on security services prohibiting foreign ownership of security services companies. Our team conducted a thorough due diligence of all the assets and liabilities of the companies and its ownership documents and the drafting of all contracts for the purchase and sale of the companies’ assets, and the transfer of the contracts with its clients and suppliers and the transfer of 3000 employees. -
Assets Purchase Transactions:
Advising Sany Holdings, a leading international company and the sixth largest heavy industry manufacturer in the world and the first in China, to acquire two of the wind energy projects launched by the National Renewable Energy Authority in Egypt under the feed-in-tariff program. We have drafted the share purchase agreements and the financial facilities, as well as assisted in drafting and reviewing the shareholders’ agreements, and advised on the proposed amendments to the Articles of Association and Commercial Registers of the companies.
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Voluntary Liquidation:
Advising and representing Indo British Garments Egypt Co. in the process of the voluntary liquidation of the company. The company operates according to the General Free Zone system in Ismailia, and specialized in the manufacture of the garments and its accessories, the company was owned by a group of Indian and British companies. Our team prepared the due diligence report and prepared the necessary documents for the minutes of the General Assembly meeting to vote for the liquidation decision. We have also appointed the liquidator and determined his mission and liaised with competent authorities of taxes and customs as well as labor and social insurance offices to clear/settle the company’s liabilities in preparation for its liquidation.
Key Contacts
Dr. Eman Riad
Dr. Fatma Salah
Mohamed Riad
Mohamed Amir
Toaa Alaa
