National Paints’ Raising Bid for Pachin

Shalakany Law Office has advised Paints and Chemical Industries (Pachin) and its former majority shareholder, the Chemical Industries Holding Company (CIHC), on its acquisition offer by Dubai-based National Paints Holding.

In late April, National Paints Holding (NPH) raised the price of its mandatory tender offer (MTO) for Pachin to EGP 39.8 per share. This increase came in response to multiple competing bids, mainly by Eagle Chemicals.

Shareholders of Pachin – a state-owned EGX-listed firm – were given until 2 May to respond to the takeover bid. Pachin shareholders’ tendering their positions included CIHC, Banque Misr, Misr Insurance and other major institutions.

Shalakany Law Office’s team was led by partner Omar Sherif, associate Omneya Anas and junior associate Rokaya Ghoneim, all of whom brought their extensive expertise in capital markets and M&As to the transaction.

 

Lawyer Monthly had the pleasure to speak with Omar Sherif at Shalakany Law Office to give us some further insight into this transaction:

Can you tell us any more about the role that you and your team played in this process?

Our role in this transaction focused on guiding our clients, the target and its majority shareholder, through the regulatory framework of mandatory tender offers under Egyptian law.

The team and I were very excited for this engagement. We had represented CIHC a few years ago in the follow-on offer of the shares of Abu Qir for Fertilizers and had a great rapport with the client. We were also elated to be working on this transaction with our great friends from Al Ahly Pharos acting as financial advisor for the transaction.

What key issues did you advise on, and what obstacles did you need to overcome?

The added layers of complexity for this transaction were based on the fact that this process was a public competitive offer with several bidders interested in the target. It was challenging to control the flow of information to the public and to balance disclosures and availability of information from one end with the interests of the bidders and the market on the other.

It was also crucial for us that all disclosures by the target to the market and its shareholders were accurate and timely. This required a very high degree of coordination and synergy between the advisors and the involved parties to be able to effectively react to the consecutive competitive bids coming online with high frequency.

Can you place this transaction in the bigger context of the Egyptian capital market?

This transaction comes in the greater context of the Egyptian government’s ambitious privatisation program, which should see the government selling stakes in 32 state-owned companies over the next year, with the view to pulling the country out of its financial crisis and securing much needed foreign currency.

This transaction also comes within the new state ownership policy, which outlines how the government intends to more than double the private sector’s role in the economy to 65% and attract $40 billion in private investment by 2026.

The transaction marks the government’s concrete steps to reduce its involvement in a number of economic sectors, giving way to investor confidence and diversified holdings.

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