Corporate and M&A
Omar S. Bassiouny
Founding Partner and Group Head of Corporate and M&A Practice Group
Tamer El Hennawy
Partner and Co-Head of Corporate and M&A Practice Group.
Selected Representations:
- Representation of Khazna Data Center Holdings Limited (“Khazna”) on its Joint Venture Agreement (“JVA”) with Fiber Misr for Telecommunications and Information Technology S.A.E. (“Benya”) in connection with the establishment of the first hyper-scale data center in Egypt’s Maadi Technology Park. Transaction Value USD 250 million.
- Representation of Mitsui & Co. Ltd (“Mitsui & Co.”) in connection with its investment in Wadi Poultry S.A.E. and related subsidiaries (“Wadi Group”) – A leading Group in Egyptian agribusiness. Transaction value confidential
- Representation of AfricInvest in connection with its investment in the British University of Egypt (“BUE”) to boost the university’s growth plans, marking the largest foreign direct investments in education in Egypt to date. Transaction value confidential. (2023).
- Representation of Actis and Mainstream Renewable Power in connection with the 100% sale of Lekela Power to Infinity Power and Masdar. The transaction is valued at an enterprise value of approximately USD 1.5 billion. (2023)
- Representation of Abu Dhabi National Oil Company for Distribution PJSC “ADNOC Distribution” in connection with the acquisition of a 50% stake in TotalEnergies Marketing Egypt LLC “TTE”. Transaction value: confidential. (2023)
- Representation of Saint-Gobain in connection with its acquisition of IDP for Chemicals S.A.E. Transaction value: confidential. (2023)
- Representation of Emirates International Investment Company in relation to a share swaps transaction and divestment of equity with Citadel Capital SAE. Transaction value: over EGP 1 billion (2023).
- Representation of MNT in connection with Chimera’s investment in MNT – through a 20% equity exchange for USD 200+ million. Which would lead to a valuation exceeding USD 1 billion. Transaction value: exceeds USD 200 million. (2023)
- Representation of British International Investment in connection with its acquisition and joint venture with DP World. Transaction value USD 1.7 billion. (2022)
- Representation of Ezdehar Management, Sanad and Mr. Hatem Samir in connection with the sale of a majority stake of GlobalCorp for Financial Services S.A.E. to a consortium of investors. Transaction value: confidential(2022)
- Representation of Hyundai on the acquisition of a stake in Doosan Infracore in connection with advising Hyundai on filing requirements in Algeria for merger clearance. Transaction Value: 735 million USD. (2021)
- Representation of CDC Group Plc, currently known as British International Investment in connection with its minority stake acquisition of Alfa Medical Group. Transaction value: USD 100 million (2021).
- Representation of Kora Master Fund LP in connection with its investment, among other global investors, in the largest Fintech Series B round in Egypt in Paymob. Transaction value: USD 50 million.
- Representation of Yum! Brands Inc. in connection with the launch of a KFC restaurants chain in Algeria. The deal involved the synchronization of three jurisdictions including the UAE, Lebanon, and Algeria. KFC will be opening over 40 restaurants over the next five years. Marking the second fast food chain to enter the Algerian market.
- Representation of Pfizer in connection with regulatory matters, as well as drafting and reviewing commercial and employment agreements, termination and settlement documents, and internal policies.
- Representation of VEON Ltd. and its sub-subsidiary Global Telecom Holding S.A.E. (GTH) in connection with an agreement with the Egyptian Tax Authority to settle all outstanding tax liabilities of GTH and its Egyptian subsidiaries. Transaction value: USD 136 million.
Capital Markets:
Mohamed Abd El Fattah:
Partner, Head of Capital Markets Practice Group.
Tamer El Hennawy:
Partner, Co-Head of Capital Markets Practice Group.
Selected Representations:
- Representation of Touma Company for Commercial and Industrial Investment (“Touma Group”) in connection with an MTO of 90% of the total shares of Dice Readymade Clothes Company LLC (“Dice”). The offer resulted in Touma Group owning approximately 65% of Dice, after acquiring 544,536,182 shares 27.68% with a total value of EGP 435,628,945.6 (2023)
- Representation of Mashroey in connection with a Securitization transition (fourth issuance of a multi-issuances program of an amount of EGP 407 million throughout program 2 aggregately amounts to EGP 13 billion over a 3-year period) of Capital Securitization Company (the issuing company). Conducted legal due diligence on the portfolio of securitized bonds, drafting the Information Memorandum and the associated Agreements. issuing legal opinion on the validity and enforceability of the Transaction and its legal documentation and submitting documents required by FRA. (2023)
- Representation of Beltone Financial Holding in connection with a capital increase from EGP 900,000,000 to EGP 10,000,000,000. Our scope of work included obtaining approval from the relevant regulators, reviewing the transaction document, and pertaining corporate resolution. (2023)
- Representation of MNT’s subsidiaries; Tasaheel Microfinance Company and Halan Consumer Finance in connection with two securitizations. Transaction value: USD 140 million. (2022)
- Representation of Tasaheel in connection with a Securitization transition (second issuance of a multi-issuances program of an amount of EGP 13 billion). Transaction value: EGP 2.692 billion. (2022)
- Representation of TCI Sanmar Chemicals S.A.E. in connection with the private placement of the company’s Non-Convertible Debentures “NCDs” to nine foreign banks through the conversion of 15% of the total debt of TCI Sanmar into a number of 2,353,967 NCDs amounting to USD 117,698,350. This transaction sets a precedent in Egypt’s capital markets. (2022)
- Representation of Expedition Investment Consortium in connection with the mandatory tender offer of a minority stake (32.9%) in Domty. Acquiring 97% of the offered shares. Transaction value: confidential. (2022)
- Representation of Afaaq Securities Investment Fund in connection with a capital increase from EGP 10,000,000 to EGP 15,000,000 and authorized capital increase EGP 250,000,000. Our scope of work included obtaining approval from the relevant regulators, reviewing the transaction document, and pertaining corporate resolution (2022).
- Representation of Haram Tourism Transport in connection with a capital increase from EGP 74,500,000 to EGP 94,000,000. Our scope of work included obtaining approval from the relevant regulators, reviewing the transaction document, and pertaining corporate resolution (2021).
- Representation of Beltone Investment Banking - global coordinator and book‐runner - in connection with the IPO of Amer Group for a total valuation of around USD 200 million.
Finance & Projects:
Mahmoud S. Bassiouny:
Regional Managing Partner, Group Head of Finance & Projects Practice Group.
Selected Representations:
- Representation of Yanmu Logistics Park (“Yanmu”) in connection with securing a ten-year loan worth EGP 1.5 billion signed with the Commercial International Bank (“CIB”) to cover part of the project’s construction and development costs. (2023)
- Representation of Hassan Allam Construction and a number of its affiliates within Hassan Allam Group in connection with a USD 200 million facility granted by the African Export Import Bank (“Afreximbank”). Our scope of work included reviewing the loan agreement, finance and security documentation, and negotiating on behalf of Hassan Allam Group with Afreximbank and its legal counsel. (2023)
- Representation of TSFE Infrastructure & Utilities Sub Fund for itself and acting on behalf of the New and Renewable Energy Authority (“NREA”), The Egyptian Electricity Transmission Company (“EETC”), and Suez Canal Economic Zone Authority (“SCZONE”), in connection with the negotiation of a framework agreement entered into with C2X LTD (“C2X” ), an affiliate of A.P. Møller Holding A/S and A.P. MOLLER – MAERSK A/S, to develop facilities compromised of, among others, renewable energy power plants, green hydrogen/ green methanol manufacturing facility.(2023)
- Representation of Egyptian banks in connection with a long-term financing to a leading developer (The Borrower) under an asset purchase and development transaction, involving an Egyptian developer in its capacity as seller and asset manager (the Seller). Transaction value confidential. (2023)
- Representation of an international Shipping Company in connection with a sale lease back transaction concerning a number of containers. Transaction value USD 25,000,000 (2022)
- Representation of Banque Misr S.A.E., National Bank of Egypt S.A.E. and Banque du Caire S.A.E. in connection with an EGP 8,978 billion syndicated long-term financing.
- Representation of Industrial and Commercial bank of China (ICBC), HSBC Bank Middle East Limited in connection with a USD 1,363,979,718.11 facility extended to the New Urban Communities Authority for the purposes of financing 85% of the second phase of the Central Business District in the New Administrative Capital. This facility was guaranteed by a sovereign guarantee from the Ministry of Finance.
- Representation of TCI Sanmar Chemicals S.A.E. in connection with the amendment and restatement of the working capital Facility agreement amounted to USD 106 million. The amendment increases the secured loan amount to USD 1.3 billion.
- Representation of HSBC Bank Middle East Limited, First Abu Dhabi Bank PJSC, Mashreq bank PSC and others in connection with a term facility agreement of up to USD 750 million to the Egyptian General Petroleum Corporation, backed by a Ministry of Finance guarantee.
- Representation of the European Bank for Reconstruction & Development (EBRD) in connection with a conventional Islamic finance syndication transaction with a total value of USD 190 million and another USD 20 million facility to Advanced Energy System (ADES).
- Representation of TSFE Infrastructure & Utilities Sub Fund, the General Authority for Suez Canal Economic Zone, the New Renewable Energy Authority, and the Egyptian Electricity Transmission (together as the Sponsors) in connection with the negotiation of framework agreements entered into separately with 9 reputable developers to develop facilities comprised of; renewable energy power plants, a green hydrogen ammonia manufacturing facility, and storage tanks to approx. USD 83 billion.
- Representation of Indian multinational Aditya Birla Group in connection with its USD 925 million refinance existing English law facility agreement between its subsidiary Alexandria Carbon Black Company and Standard Charted Bank as agent and security trustee.
Dispute Resolution:
John Matouk:
Founding Partner, Group Head of Dispute Resolution.
Selected Representations:
- Representation of ZPEC Egypt LLC – Chinese global market leader in the oil & gas industry— in connection with an EGP 170 million arbitration proceedings against Canal Sugar regarding unpaid invoices and failure to provide contractually guaranteed minimum of work
- Representation of King & Spalding in handling the legal questions and matters that fall under Egyptian law.. An ICSID claim filed against the Arab Republic of Egypt based on the 2001 Kuwait-Egypt Bilateral Investment Treaty. Claimants claim compensation for the cancelation of a license granting them the right to build a New City located in the South of Cairo. This claim is considered the highest compensation claim ever made against Egypt before ICSID. Claim value exceeding USD 10 billion
- Representation of GB Auto S.A.E. in connection with a major investor in a state arbitration against the People’s Republic of Egypt under the UNCITRAL Rules, based on the Egypt-Algeria BIT. This investment arbitration dispute concerns GB Auto’s investments in Algeria in the automotive industry and dealerships, and Algeria’s prejudicial measure against GB Auto’s investments
- Representation of John Bean Technologies Corporation (“JBTC”) in an accelerated debt-collection claim against local customer for outstanding shipments, where we managed to secure a favorable enforceable judgment from First Instance Court
- Representation of Al Ahram Beverages (“ABC”) in two complex tax disputes (corporate income tax), where we successfully defended the company before the Dispute Resolution Committee by reducing the assessed tax by EGP 53 million
- Representation of Groupe Atlantic to reach a favorable settlement in two tax disputes with an amount of EGP 84 million
- Representation of a major retail supplier of agricultural products and services as an expert in connection with investment arbitration in the PCA and commercial arbitration (ICC) for cases of more than USD 1 billion.
- Representation of EIIC in connection with an ICC arbitration with a total value of over USD 75 million.
- Representation of a leading offshore maritime and oil support services company in connection with interconnected maritime agreements regarding construction, maintenance and services of an offshore project, and successfully negotiated and secured a favorable settlement agreement in the favor of our client with the value of EGP 14 million.
- Representation of a leading construction company in connection with a dispute arising out of the client’s undertaking of the entire civil works of a fully integrated complex for manufacturing sugar, and successfully obtained an award for the client in excess of EGP 85 million.
- Representation of a major European company in connection with a multi-million-dollar energy sector dispute in proceedings registered with CRCICA.
- Representation of a major regional telecommunications company in connection with a multi-million-dollar arbitration registered with CRCICA.
- Representation of a major Middle Eastern pharmaceutical distributor in connection with a multi-million-dollar institutional arbitration against an e-commerce platform integrator.
- Representation of Reliance Heavy Industries in connection with a construction dispute registered with CRCICA valued at around USD 50 million arising out of an agreement for Technical Management, Operation and Maintenance Integrated Services of a cement plant.
- Representation of Etisalat Misr in connection with obtaining a favorable arbitral award against Vodafone Egypt and successfully managed to enforce the award through global settlement, involving the regulator “NTRA”, and received full payment of around EGP 600 million.
- Representation of a UAE investment corporation in connection with the enforcement procedures of an arbitral award of USD 100 million against a large Maltese company.
- Representation of Etisalat Misr in connection with obtaining an appellate judgment in favor of our client. The judgment upholds the first instance judgment and rejects Telecom Egypt’s claim of EGP 380 million in connection with an alleged bypassing of international calls.
