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MERGERS & ACQUISITIONS

Our firm draws its mergers & acquisitions (M&A) expertise from a high-profile transactional record and Chambers and Partners Asia Pacific cites sources describing our firm as being  “a first choice for many international companies active in Pakistan”. Sources cited in Legal 500 describe  our firm as “an absolutely A1 firm that remains top of the line across the board”.

M&A and transactory work has been at the core of our practice over the years and  we have a wealth of experience advising on share sales, mergers, demergers, reduction of capital, classes of shares, asset sales, private equity and venture capital investments, tender offers under takeover laws, disclosure of price sensitive information, competition laws and shareholders’ matters.

Our sector expertise, skills and resources, ranging across the Projects & Energy, fertilizer, pharmaceuticals, telecom and Banking & Finance sectors, assists and aides our ability to advise clients on sector specific laws and regulatory requirements, thereby, enabling us to better understand the issues and challenges of any given M&A transaction. 

Some of our notable M&A experience includes representing:

  • international institutions (including Abu Dhabi Group, Royal Bank of Scotland Group, Citibank, Societe Generale)
  • HSBC and Emirates Bank International in respect of their divestments from Pakistan;
  • Stora Enso (a leading name in the paper, biomaterials, wood products and packaging industry having operations in more than 35 countries worldwide) for their approximately USD 40 million investment in a joint venture with Packages Limited (Pakistan’s leading packaging company);
  • Standard Chartered Bank in respect of its USD 500 million investment in Pakistan;
  • International Container Terminal Services (a globally diverse container terminal operator) in respect of its approximately USD 100 million investment in Pakistan International Container Terminal Services;
  • Engro Chemical Pakistan Limited (one of Pakistan’s largest corporate groups) for the demerger of its fertilizer business;
  • Dawood Hercules Chemicals Limited (one of Pakistan’s largest fertilizer companies) for the demerger of its fertilizer business;
  • KP Chemicals (part of the Lotte Group) in its proposed acquisition of a strategic equity stake in Pakistan PTA Limited;
  • various senior employees in respect of a complex management buy-out of non paints business of ICI Pakistan Limited from Akzo Nobel (the bid was not accepted);
  • Greentown Korea in respect of its acquisition of Daewoo Pakistan Express Bus Services;
  • local pharmaceutical company in respect of its acquisition of manufacturing site of Roche Pakistan Limited;
  • various foreign private equity firms in relation to their varied investments in Pakistan;
PROJECTS & ENERGY

We have extensive experience in the Projects & Energy sector and have been at the forefront of Pakistan’s energy and power sector. Sources cited by Chambers and Partners describe our firm as having “developed a formidable reputation for its project finance expertise, especially in the power sector”.

Our Project expertise span across many industries. We represent clients in oil, gas, power, fertilizer, cement and pharmaceuticals.

Our energy and power practice has pioneered the development of project financing in Pakistan and resulted in streamlining of the key concession and financing documents that are regularly used throughout the sector and beyond. Our firm has a deep understanding of the sector’s regulatory regime as well as the financial and technical aspects – all of which are necessary to provide sound legal, commercial and practical advice to our clients. Sources cited by Chambers & Partners Asia Pacific credits members of our firm’s Projects & Energy team as being “business-savy with a fantastic understanding of the commercial and political environment, and all relevant legal issues affecting the power sector.”       

Post-Closing Issues

Our advice to clients, following a successful closing, continues throughout the construction and operations phases. Clients regularly seek our inputs on issues arising with contractors, offtakers, regulators and additional funding requirements to meet project needs. Here, with the support of our strong corporate and litigations teams, we are able to guide clients to find the most optimal solutions to their problems.

Unmatched Achievements

A complete transaction list is available on request. We have limited this section to transactions on which we have advised that have impacted the sector of Project & Energy as a whole.

Orient Power Company (Private) Limited (212MW dual fuel)
As the senior lenders’ counsel in the first thermal power project established under the Policy for Power Generation 2002, structured a new set of project financing documentation which is now the industry standard.

Fatima Fertilizer Company Limited (fertilizer project)
Senior lenders’ counsel in the largest domestic project financing and the only green field fertilizer project in Pakistan.

Attock Gen Limited (156 MW RFO)
Senior lenders’ counsel in the first Islamic project financing in Pakistan these documents have now become the industry standards.

Liberty Power Tech Limited (200 MW RFO)
Acted as the borrower’s counsel in the first Sukuk based project financing and assisted in the preparation and finalization of Pakistan’s first Sukuk based project financing documents.

Fauji Fertilizer Company Limited (50 MW wind)
Acted as the borrower’s counsel to the first wind power project established in Pakistan. Our firm structured a new set of project documentation and financing documentation which is now used in all wind farms based on the cost plus tariff.

Zorlu Enerji Pakistan Limited (50 MW Wind)
Acted as the senior lender’s counsel to International Finance Corporation, Asian Development Bank, Eco Trade and Development Bank and Habib Bank Limited in respect of the second wind power project established in Pakistan.

Central Power Generation Co. Limited (747 MW Gas)
Acted as the lender’s counsel to Export-Import Bank of China, The Hong Kong and Shanghai Banking Corporation Limited and HSBC Bank Middle East Limited in respect of the financing of one of the largest power project being set up in Pakistan. This financing was secured by the Government of Pakistan.

Sindh Engro Coal Mining Company Limited (integrated coal mining and power project)
Acting as legal counsel to Sindh Engro Coal Mining Company Limited which is setting up the first mining project in respect of the THAR coal reserves in Pakistan, being one of the largest untapped coal reserves in the world. An integrated power project is also being established which will utilize the THAR coal for power generation. Our firm is involved in the structuring of an entirely new set of project documentation for the project.

DISPUTE RESOLUTION

We are proud to have more lawyers recognised by Chambers and Partners as leaders in the field of Dispute Resolution than any other firm in Pakistan.

The litigation matters handled by us range from the routine, such as banking, company, competition law, contractual, construction, and property-related disputes, to complex and esoteric cases, including constitutional issues affecting the commercial sphere, intricate succession matters, defences in banking cases based on arguments of first impression, and select family law cases for both local and international clients.

In recognition of their achievements, members of our firm have repeatedly been appointed as amici curiae. We appear, and represent our clients, before all fora in Pakistan, including the Supreme Court and members of our firm have also appeared in international fora such as the courts of the Qatar International Financial Centre.

General Commercial Litigation

Commercial disputes of all sorts are the bread and butter of our litigation practice. Areas of specific interest include the following

  • Banking disputes: Our firm routinely appears before all fora in recovery proceedings filed by financial institutions against debtors. We also have a longstanding relationship with the State Bank of Pakistan as well as major players in Pakistan’s banking market and are consequently often asked to advise on banking-related matters. We have also dealt extensively with insolvency related issues and a member of our firm was engaged by the Banking Law Review Committee of the State Bank of Pakistan to serve as the primary draftsman in preparing a revised corporate insolvency regime based largely on the provisions of Chapter 11 of the United States Bankruptcy Code. Members of the firm were also engaged by the State Bank of Pakistan to defend the constitutionality of certain impugned portions of the banking recovery law.
  • Energy sector issues: We have substantial experience in dealing with issues relating to the Power & Energy Sector. We were involved in the disputes between the Government of Pakistan, WAPDA and The Hub Power Company Limited. More recently, we represented The Karachi Electric Supply Company Limited in litigation initiated by Siemens (Pakistan) Engineering Company Limited for the recovery of approximately US$ 46 million. Current cases being handled by us relating to the energy sector include:
    • representing the LPG Association of Pakistan in its challenge to the jurisdiction of the Competition Commission of Pakistan over the issue of LPG pricing;
    • assisting senior counsel in cases for Pakistan Petroleum Limited and BP Pakistan Exploration and Production, Inc. pending before the Supreme Court of Pakistan;
    • acting for Engro Corporation Limited in a challenge to the grant of licenses for the construction of terminals for the import of LPG;
    • acting for DH Fertilizers Limited in a challenge to the Federal Government’s discriminatory failure to abide by the Natural Gas Allocation and Management Policy, 2005;
    • acting for Engro Fertilisers Limited in a challenge regarding the award of a contract for supply of gas.
  • Company law and Securities litigation: We have vast experience in%2