El-Aref International Law Office is the leading law firm in mergers and acquisitions practice. The transactional experience of El-Aref International Law Office’s lawyers, the breadth of our practice and the geographical reach of our lawyers have allowed us to maintain our leadership position, representing a broad array of international corporations, investment banks, and other organizations in almost every type of M&A situation.

 

The main challenge of mergers, acquisitions, divestitures, joint ventures and strategic alliances is ensuring the realization of projected value. Every corporate transaction demands the right structure, careful risk analysis and forward planning to deliver value and convince the market that the deal makes sense. The finance, tax, employment and intellectual property requirements must be aligned with the strategic objectives of the deal.

While we advise many of the world’s largest companies, investment banks and other regular participants in the M&A market often on their most high-profile transactions El-Aref International Law Office also represents numerous smaller clients that are not regularly engaged in M&A transactions. Our lawyers strive to bring the same practical approach, creativity and commitment to excellence to each matter in which we are engaged.

 

El-Aref International Law Office assists in all aspects of mergers, acquisitions, and joint ventures. From planning to execution, it anticipates its clients’ needs and responds creatively, defining the key issues and developing practical solutions to the most challenging matters. The types of M&A matters in which El-Aref International Law Office’s lawyers engage cover the full spectrum of negotiated and contested situations, including Advance preparation for prospective targets, Asset sales and purchases, Corporate governance advice, General corporate counseling, Joint ventures, Private equity, Stock sales and purchase offers, and Strategic mergers.

 

El-Aref International Law Office have extensive experience in designing unique deal structures, including the use of unincorporated entities, to help clients achieve the legal, financial, tax and managerial control objectives that are critical in any M&A transaction.

 

Because of the scope of our global M&A practice, our attorneys bring considerable knowledge of specific laws and regulations that govern various industries including Banking, Energy, Entertainment/media, Financial Services, Health Care, Real Estate, Retail, Technology, Construction, and Telecommunications

 

El-Aref International Law Office has long been recognized for representing clients in some of the most notable, largest and complex mergers and acquisitions. These include mergers of equals and other strategic mergers, and purchases and sales of companies and businesses.

 

We also handle M&A transactions for clients in the small to midsize range, including acquisitions and dispositions of assets, businesses and subsidiaries, as well as joint ventures and other collaborations, and strategic investments.

 

El-Aref International Law Office regularly counsels companies in connection with corporate governance, takeover preparedness and other corporate matters that do not involve any pending transaction. We provide advice in a broad range of areas, including directors’ duties and responsibilities, board and committee structures, corporate preparedness and contingency planning, “anti-takeover” charter and by-law provisions and rights plans, and director indemnification, severance and change-in-control compensation arrangements.

 

El-Aref International Law Office has for many years represented a broad range of clients, including private equity firm sponsors, financing sources, target companies and management teams, in private equity transactions.

 

The Firm’s diverse client base strengthens its ability to support a wide variety of business needs, thanks to our in-depth understanding of the workings of many industries. El-Aref International Law Office has particularly strong visibility and experience with latest developments in various high-technology industries. This high level of industry awareness and exposure enables its lawyers to advise their clients with practical, up-to-date counsel.

 

Some of the recent Firm transactions:

  • El-Aref International Law Office successfully advised Client on the Merger between First National Bank and Capital Finance Company in Lebanon;

 

  • Advised on the Merger between Dileo Entertainment Group, Inc in California and another Company in the Middle East;

 

  • El-Aref International Law Office advised Al-Mal Investment Co. a Kuwait Publicly Traded Company listed in Kuwait Stock Exchange on its (16) Million US Dollars acquisition and stock purchase for the shares of Common stock owned in First National Bank to a private Lebanese based investor.

 

  • El-Aref International Law Office successfully advised and provided structuring for a triangular merger on behalf of its client, in this triangular merger, the acquiring corporation would acquire control of the target corporation, forms a new subsidiary into which the target corporation is merged. The stockholders of the acquiring corporation do not have the right to vote on the merger, only Board of Directors are entitled to vote.     The outstanding shares of stock of the target are converted into shares of stock of the subsidiary all of which would be owned by the acquiring corporation.  The shares of stock of the subsidiary are converted into securities of the acquiring corporation, Merge Operating into Holdings (subsidiary), all other shares become shares of holdings (conversion). Pursuant to this Merger Agreement, a direct wholly owned subsidiary of Holdings, will merge with and into the Parent Borrower, the Merger Consideration being paid, and the Parent Borrower surviving as a wholly-owned subsidiary of Holdings. The advantage of this triangular merger in comparison to the traditional structure is that it can use any consideration specifically nonvoting stock desired without losing the tax advantage, and the surviving corporation obtains 100 % control of acquired corporation, there is no problem with minority interest. This is the first triangular Merger in Lebanon and is a significant mandate for the firm. It also further demonstrates the firm’s existing regional Mergers, Acquisitions capability, and growing expertise.

 

  • El-Aref International Law Office advised its Client, on the squeeze-out of its minority shareholders. The shareholders’ meeting of resolved on the squeeze-out.  By this squeeze-out of the minority shareholders of the Client, has now completed the takeover of the company, it had subsequently acquired several share packages.

 

  • The Firm successfully designed shareholders’ rights plan which contains a feature that gives the board of directors the option, after the flip-in is triggered by an acquisition at the 20 % level (or such lower threshold down to 10% as shall have been set by the board) but before there has been a 50 % acquisition, to exchange one new share of common stock of the corporation for each then valid right (which would exclude rights held by the raider that have become void). This provision will have an economically dilutive effect on the acquiror, and provide a corresponding benefit to the remaining rights holders, that is comparable to the flip-in without requiring rights holders to go through the process and expense of exercising their rights. The basic objectives of the rights plan is to deter abusive takeover tactics by making them unacceptably expensive to the raider and to encourage prospective acquirors to negotiate with the board of directors of the target by making the rights issued pursuant to the plan redeemable for a nominal amount prior to a change of effective control through the acquisition of a large block of the target’s shares.

 

  • El-Aref International Law Office has advised its client a Saudi corporation as placement agent on a (20) Million US Dollars issue of secured convertible bonds and approximately (15) Million US Dollars placement of shares. The transaction comprised an issue of (20) Million US Dollars 3.7 per cent secured guaranteed convertible bonds due to mature in 2015, as well as a top-up placing of (15) million shares, resulting in total proceeds of approximately US$35 million. The Client acted as placement agent for the offering. The convertible bonds had the benefit of upstream guarantees from, and a security package comprising share charges over, certain offshore subsidiaries. Combination financing provides a larger pool of funds to the company and also lowers the overall cost of financing compared to using only either an equity placement or a convertible bond issue of a similar size.  The leveraged deal involved coordinating legal advice across multiple jurisdictions together with associated firms referred and recommended by El-Aref Intl Law Office to carve out the businesses from their existing corporate group, the acquisition and implementing various innovative structuring initiatives.

 

  • El-Aref International Law Office with its specialist and advisors team successfully advised hotel management group in the United Arab Emirates on the establishment of Portfolio Fund for Private Placement Memorandum and Tax free structures, the PPM offerings structured as minimum/maximum offerings, the minimum-offering amount must be subscribed for by investors prior to the company conducting a closing. The minimum is the amount of securities that the company will issue if the offering is fully subscribed or oversubscribed. A small amount of cash raised in a single subscription might be insufficient to permit the company to meet its milestone objective so that accepting money in less than a threshold amount would be unproductive for the company and defeat the investor’s objective of making a return on the investment. The company conducting a minimum/maximum offering will provide investors with subscription documents that require investments to be sent to an escrow account.  By establishing a maximum, the company ensures that the founders and the investors do not have their percentage ownership diluted at the price of the PPM offering.  This is particularly of value as the company expects that it will conduct a future round of financing at a higher valuation, once the proceeds from the PPM offering have permitted it to achieve a business milestone.  Investors would rely on their percentage ownership at the end of the offering not falling below the percentage created by a maximum offering amount.