Corporate Mergers and Acquisitions

• Acting for Sanlam Group, a South African diversified financial services group operating across several selected global markets globally, in connection with the creation of a Pan-African Joint Venture between Sanlam Group and the Allianz Group, one of the leading integrated financial services providers worldwide, and present in 11 African countries.

As the lead Africa legal adviser coordinating the due diligence process, transaction, regulatory (telecom and mobile money) and competition advice over 14 jurisdictions in Africa in connection with a USD 1.25 billion investment in a newly formed holding company

In connection with their operations in Ethiopia

A wholly owned subsidiary of Swiss Re, the world’s second largest reinsurer, in connection with the acquisition of a 13.8% stake in Britam Holdings, a Kenyan listed insurance and asset management group with operations in Kenya, Tanzania, Uganda, Rwanda, Malawi, South Sudan and Mozambique

A US based Private Equity fund, in connection with the sale of its stake in Java House, East Africa’s leading coffee-led casual dining chain in Kenya, Uganda, Rwanda and Tanzania, to Abraaj Group, a leading investor operating in growth markets

• 8 Miles, African Capital Alliance and DEG in connection with their USD 80 million equity investment in Beloxxi Industries, a leading Nigerian manufacturer of fast-moving consumer goods.

In connection with their operations in Ethiopia

In connection with their operations in Ethiopia

A global impact fund led by private equity firm TPG, in connection with the acquisition of 100% of the shares of Cellulant Corporation, a leading digital payments’ service provider with ten subsidiaries in Kenya, Tanzania, Uganda, Rwanda, Zambia, Malawi, Mozambique, Ghana and Zimbabwe

A leading Africa-focused private equity fund, on the disposal of its stake of 24.99% of its shareholding in Equity Group Holdings, through a series of different transactions with multiple buyers, as well as on-market and off-market sales, and which is to date the largest private equity exit successfully completed in sub-Saharan Africa

Our specialised Private Equity team advises on the full legal scope of private equity and venture capital investments across the African continent and the UAE. We regularly advise leading international investors, multinational corporations, private equity firms, financial institutions, and high-growth businesses on their most significant legal and strategic matters.

Our expertise includes:

• Investment Structuring: Advising on optimal structures for private equity and venture capital investments, including seed investments and various financing rounds.
• Shareholding Arrangements: Structuring complex shareholder arrangements, managing investor protections, and addressing the rights and obligations of founders.
• Due Diligence: Conducting thorough legal due diligence to assess target opportunities and identify potential risks.
• Emerging Sectors: Providing advice on investments in rapidly growing and regulated sectors such as blockchain and virtual assets.
• Transaction Documentation: Drafting and negotiating comprehensive investment agreements, share subscription agreements, convertible loan agreements, and bespoke articles of association.

ALN firms have significant experience in public takeovers, a core area of our practice. We guide clients through the intricate process of acquiring publicly listed companies, ensuring compliance with capital markets regulations and other legal frameworks.

Our services in this area include:

• Offer Management: Drafting and negotiating the terms of public offers.
• Regulatory Compliance: Providing regulatory advice and securing necessary approvals from competition, mining, and capital markets authorities.
• Shareholder Management: Handling complexities like irrevocable undertakings, break fees, and the “squeeze out” of minority shareholders.
• Stakeholder Coordination: Liaising with various stakeholders to ensure a smooth transaction process.

We provide comprehensive advice on corporate restructurings and distressed sales, enabling our clients to streamline operations, divest non-core assets, or acquire businesses in challenging circumstances.

Our services include:

• Internal Reorganisations: Overseeing internal reorganisations involving the divestment of underlying businesses across multiple jurisdictions, identifying and addressing related legal, regulatory, and tax issues.
• Multi-Jurisdictional Coordination: Ensuring close coordination with local firms in various African jurisdictions to provide timely and seamless advice.
• Distressed Asset Management: Advising on the acquisition of distressed assets, including managing complex financial adjustments, legal due diligence on target companies, and navigating insolvency proceedings.
• Strategic Divestment: Structuring optimal transaction models for multi-jurisdictional divestments to manage risks and ensure operational continuity.

In an increasingly dynamic and regulated business environment, we are dedicated to providing robust corporate governance and regulatory compliance advice across all sectors.

Our offerings include:

• Regulatory Landscape Navigation: Advising on intricate legal and regulatory requirements, including those related to licensing, real estate, employees, zoning, and escrow.
• Industry-Specific Compliance: Expertise in highly regulated sectors such as banking, energy, manufacturing, fintech, real estate, mining & minerals, and the burgeoning blockchain and virtual asset sectors.
• Competition Law: Advising on merger control and restrictive trade practices, including regional and local anti-trust clearances, and engaging with competition authorities across the continent.
• Enhanced Due Diligence: Integrating forensics, risk, compliance, and sanctions due diligence into our services to provide a holistic view of target opportunities.
• Data Protection and Cybersecurity: Offering specialised advice on data protection, privacy, and cybersecurity legislation, and providing practical legal solutions to clients’ concerns.
• Financial Crime Compliance: Expertise in Anti-Money Laundering (AML) regulations and financial crime compliance strategies.
• Shareholder Protection: Advising on robust shareholder protection mechanisms and effective corporate management structures.

We handle sophisticated local, cross-border, and multi-jurisdictional corporate commercial transactions. Our team is adept at navigating the complexities of mergers and acquisitions across diverse industries.

Our private Mergers and Acquisitions services encompass:

• End-to-End Transaction Management: From vendor due diligence and preparing disclosure letters to negotiating share and asset purchase agreements, and assisting with completion mechanics.
• Cross-Border Expertise: Leading transactions with regional components and those involving multiple African countries, even where the coordinating member firm is not involved in the transaction. We coordinate seamlessly with local counsel across various jurisdictions.
• Diverse Transaction Structures: Advising on various acquisition structures, including part asset–part share sales and leveraged buyouts.
• Sector-Specific Acquisitions: Expertise in acquisitions across multiple sectors, including advising on specific regulatory requirements like antitrust and competition laws, securities regulations, FINRA oversight (financial services), zoning, and escrow, among others. 
• Technological Innovation: Utilising in-house developed applications like the “One Page DD” to streamline due diligence processes, providing a live view of stages, and identifying risks.

We are highly experienced in structuring and executing joint ventures and strategic alliances, which are key to market entry and expansion strategies. Our team ensures that these collaborations are legally sound and commercially effective.

Our expertise includes:

• Structuring and Negotiation: Advising on the most appropriate structures for joint ventures and meticulously preparing and negotiating shareholders’ agreements.
• Complex Shareholder Arrangements: Handling intricate shareholder dynamics, including 50-50 shareholding models, and devising effective deadlock resolution mechanisms.
• Rights and Obligations: Clearly defining the rights and obligations of all parties involved, including founders and investment partners.
• Cross-Border Facilitation: Guiding clients through multi-jurisdictional joint ventures, ensuring compliance across all involved territories.

We have extensive experience in privatisations, guiding clients through the complexities of public offers and stake sales involving government and state-owned entities.

Our privatisation services include:

• Public Offering Guidance: Conducting comprehensive initial due diligence, preparing offer documents (such as prospectuses and registration statements), and providing legal opinions on the public offer’s status.
• Regulatory Navigation: Assisting in obtaining necessary regulatory approvals from newly established capital markets authorities and other relevant bodies.
• Strategic Advisory: Advising on share acquisitions within privatisation contexts and managing the unique peculiarities of dealing with government and state-owned shareholders.
• Market Development: Contributing to the development of modern financial market infrastructure through precedent-setting public offers.