GLA & Company exclusively advised sellers Bait Al Aseel and Bashar Al Ameer in the successful sale of a 35% stake in Gissah Perfumes Company ahead of the fragrance company’s highly anticipated initial public offering (IPO). Gissah, initially established in Kuwait, is strategically relocating its operations to Saudi Arabia in preparation for its IPO on the kingdom’s primary market.
Saudi private equity firm Jadwa Investment, guided by Clifford Chance and ASAR, emerged as the acquirer of this significant stake. GLA & Company played a pivotal role in overseeing every aspect of the transaction, including the negotiation and finalisation of the share purchase agreements, shareholders’ arrangements and the seamless closing of the deal.
In addition to negotiation and closing, GLA & Company successfully managed to secure merger control clearance from the Kuwait Competition Protection Agency, an essential regulatory step towards the deal’s conclusion.
GLA & Co advised the sellers on the transaction documents, due diligence, disclosure, merger control filing, regulatory matters and closing with a team led by managing partner Alex Saleh and partner Yousef Al Amly as well as legal director Maha El Meihy, senior associate Asad Ahmad and associates Salma Farouq, Fahad Albaijan and Jehan Saleh.
ASAR – Al Ruwayeh & Partners advised Jadwa Investment Company, while GLA & Company acted as exclusive legal counsel for sellers Bait Al Aseel and Bashar Al Ameer. AS&H Clifford Chance acted as the lead international counsel to Jadwa.
The transaction sees Jadwa acquire a 35% stake in Gissah for Perfumes, Teeb and Oud Company, a major player in the Middle East region’s perfume market.
ASAR advised Jadwa on the transaction documents, due diligence, disclosure and Kuwaiti regulatory matters with a team led by corporate and commercial law partner Luis Cunha and including senior associate Nader Abdelaziz and associate Mustafa Sayed.
Lawyer Monthly had the pleasure to speak with Alex Saleh, Managing Partner at GLA & Company to give us some further insight into this transaction:
Can you tell us any more about this transaction and the role that your team played in it?
GLA & Company acted as the sole legal counsel for sellers Bait Al Aseel and Bashar Al Ameer in the sale of 35% of their stake in Gissah Perfumes Company to Jadwa Investment, a Saudi private equity firm. The transaction was in preparation for Gissah’s planned initial public offering (IPO) and its relocation to Saudi Arabia. The GLA team oversaw all aspects of the transaction, including negotiation and conclusion of share purchase agreements, shareholders’ arrangements and all closing aspects of the deal. We also facilitated the necessary merger control clearance from the Kuwait Competition Protection Agency, which is a vital step in finalising the transaction. The deal showcased our firm’s regional expertise, with our teams in Kuwait and Saudi Arabia playing substantial roles in ensuring its success.
Why did the acquisition of a 35% stake in Gissah for Perfumes appeal to the buyers?
The acquisition appealed to the buyers due to the strategic prospects it presented. Gissah is a fragrance company planning an IPO and relocating to Saudi Arabia. It currently operates across multiple countries, including Saudi Arabia, Kuwait, the UAE and Bahrain. The investment aligns with Jadwa Investment’s growth strategy, providing them a foothold in a company with a strong regional presence and potential for further expansion. The move also positions Jadwa favourably in anticipation of Gissah’s IPO, offering potential for significant returns on their investment.
Were there any notable challenges involved in the transaction? If so, how did you resolve them?
The transaction presented both commercial and regulatory challenges inherent to cross-border deals involving multiple jurisdictions, particularly Kuwait and Saudi Arabia. Overcoming these challenges required a delicate balance of legal expertise, negotiation skills and collaboration between our offices. Our team demonstrated resilience and adeptness in navigating through the complexities of differing regulatory environments and commercial considerations. The goodwill and positive approach from all parties involved facilitated smooth resolution of challenges, enabling us to successfully close the transaction. We view this experience as a blueprint for future cross-border deals between Kuwait and Saudi Arabia, aiming to replicate this success and further strengthen bilateral business relations.
