NAZALI advises its domestic and international clients on all phases of mergers and acquisitions projects both on buy-side and sell-side transactions with its experienced team members. We are of the opinion that, mergers and acquisitions processes are highly intricate and interdisciplinary processes and must be separately evaluated by corporate finance, legal, tax and competition teams. In this context, NAZALI carries out buy-side and sell-side valuation processes, legal and tax due diligence and provides support and assistance during the preparation of pitching documents, preparation and negotiation of letter of intent and confidentiality agreements, buy-side and sell- side share transfer agreements, shareholders’ agreements, joint venture agreements, signing and closing disclosure letters, escrow agreements, share pledge agreements and ancillary closing documents such as business plans, executive level employment agreements and provides support on the negotiation, signing, closing and post-closing stages of each project.

NAZALI reflects its deep sectoral knowledge in sector-specific mergers and acquisition transactions to all agreements and documents prepared and offers result-oriented solutions with its perception and understanding towards its clients’ operations.

Mergers and acquisitions services that NAZALI provides are listed below:

• Advising clients in their role as either buyer or seller at all stages of the transaction
• Preparing due diligence reports with executive summaries, tailored to the needs of clients
• Assisting clients to cure legal deficiencies in the case of representation of the targets during the due diligence phase
• Drafting, negotiating and finalizing share purchase agreements, asset transfer agreements, share subscription agreements and shareholders’ agreements
• Drafting, negotiating and finalizing joint venture agreements
• Negotiating relevant security measures and drafting relevant transaction documents (such as escrow agreement, share pledge agreement)
• Making necessary fillings and assisting clients to meet the pre-conditions set forth under the transaction documents and attending closing formalities
• Amendment to companies’ articles of associations to reflect agreed terms among shareholders
• Legal representation of clients in their disputes related with mergers and acquisitions, such as violation of several provisions of share purchase and shareholders’ agreement and other disputes relating to public and private deals as well as corporate governance issues and all other kinds of shareholder disputes
• Assisting clients with respect to exit strategies