GLA & Company advised Bait Al Aseel, Bashar Al Aemer and other sellers in the sale of a successful 35% stake of Gissah Perfumes Company in advance of the highly anticipated initial publicly offered (IPO) of the fragrance company. Gissah was originally established in Kuwait and is now strategically relocating to Saudi Arabia as it prepares for its IPO in the primary market of the Kingdom.
This significant stake was acquired by the Saudi private equity company Jadwa Investment. Clifford Chance & ASAR guided this firm. GLA & Company was instrumental in the smooth closing of this deal, which included the finalisation and negotiation of the share purchase agreement, the shareholders’ agreements and the seamless closure of the transaction.
GLA & Co provided advice to the sellers in relation to the documents of the transaction, due diligence, disclosures, merger control filings, regulatory issues and closing. The team was led by managing partners Alex Saleh and Yousef al Amly, as well as Maha El Meihy and Asad Ahmed, a senior associate, and Salma Farouq and Fahad Albaijan, associates.
ASAR – Al Ruwayeh & Partners acted as the exclusive legal counsel to Jadwa, while GLA & Company acted exclusively for the sellers Bait Al Aseel & Bashar Al Ameer. AS&H Clifford Chance was the international lead counsel for Jadwa.
Jadwa acquired a 35% share in Gissah Perfumes, Teeb and Oud Company, one of the major players in the Middle East’s perfume industry.
ASAR provided advice to Jadwa regarding the transaction documents, due-diligence, disclosure, and Kuwaiti regulatory issues. The team was led by Luis Cunha, corporate and commercial partner, and included senior associate Nader Abdullaziz, and associate Mustafa Sayed.
Lawyer Monthly spoke with Alex Saleh of GLA & Company for more information on this transaction.
What more can you tell us about this transaction, and the role your team played?
GLA & Company acted solely as legal counsel to sellers Bait Al Aseel & Bashar Al Aemer in the sale by Jadwa, a Saudi firm of private equity, of 35% stakes in Gissah Perfumes Company. This transaction was to prepare for Gissah’s planned initial publicly offered (IPO) as well as its relocation in Saudi Arabia. The GLA team was responsible for all aspects of this transaction including the negotiation and conclusion share purchase agreements, shareholder’s arrangements, and the closing of the deal. We also helped facilitate the merger clearance required by the Kuwait Competition Protection Agency. This is an important step to finalise the deal. Our regional expertise was on display in this deal, as our teams in Kuwait & Saudi Arabia played a significant role in its success.
Why was the purchase of a 35% share in Gissah for Perfumes appealing to the buyers.
The strategic prospects presented by the acquisition attracted the buyers. Gissah, a fragrance firm, is planning to IPO and relocate to Saudi Arabia. It is currently active in Saudi Arabia, Kuwait and the UAE, as well as Bahrain. Jadwa’s investment is in line with their growth strategy and gives them a foothold with a regional company that has the potential to expand. This investment positions Jadwa well in anticipation of Gissah IPO and offers the potential for significant returns.
Did you encounter any significant challenges during the transaction? How did you overcome them?
The deal presented commercial and regulatory issues that are common to international deals, especially those involving Kuwait and Saudi Arabia. To overcome these challenges, our offices had to work together and combine their legal expertise with negotiation skills. Our team showed resilience and adroitness when navigating the complexity of different regulatory environments and commercial considerations. All parties were positive and had good will, which helped us resolve the challenges. This experience is a model for future deals between Kuwait, Saudi Arabia and aims to replicate the success.