Lawyer Monthly - September 2024

What roles did you play in leading your team for this transaction and what do you believe is the most important part of leading a skilled team? I think the appeal of the transaction itself is one key driver for motivation in any team. That the team is working on a unique transaction whether in value, exposure and level of complexity are also key drivers. In complex transactions, the stakes are usually very high, and the margin of error is nearly zero. We have to deliver high quality advice around the clock on a very brain power demanding transaction with consistent focus. So I believe what is key is to be sensible as team leader and trust the team members around you with their tasks and level of performance and thinking. We have to empower individuals to be able to lead their own streams responsibly and seek to put their full skill sets into play. As part of your team you had skilled counsellors, what roles did each of them play and how does having a team you can trust impact your responsibilities? We are lucky at Meysan to be able to build this diversified team with each lawyer equipped with a unique skill set. In a transaction of this scale, I won’t overstate by saying that we had to explore every consideration whether relating to corporate, capital markets requirements, merger-control regulations, spinoffs and divesture structures, adding to it, stakeholders’ exposure, fiduciary duties and so many other liability concerns. So, a full team of experienced lawyers from different practices came together to deliver the outcome. Bader Al Jeaan – Managing Partner – managed the structuring of the Can you walk us through the strategy for this transaction and if there were any ways in which this had to be adapted throughout the process? The strategy is to always look for opportunities enhancing shareholders’ value. At this time, a more innovative and creative structure had to be deployed to ensure that all shareholders access the direct benefits of the listing on ADX. This objective had to be achieved through a unique type of divesture of assets where part of the key assets were transferred to the new company to ensure that the company has a value to make it eligible for listing. On the other hand, the shareholders of the company each acquired shares in the listed company as part of the in-kind dividends’ distribution. The distribution value had to be equal at least to the value of the company ready for listing. We have utilised the recorded retaining earnings. Lawyer Monthly had the pleasure to speak with Bader Al Jeaan, Senior Partner and Tarek Yehya, Partner (Capital Markets) at Meysan to give us some further insight into this transaction: TRANSACTION INTERVIEW 37

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