Practice Area
Mergers and Acquisitions
Mergers and acquisitions are a core part of SIGNUM’s transactional practice. We regularly advise international and Kazakhstan investors, strategic buyers, sellers, shareholders and international law firms on complex domestic and cross-border M&A transactions involving Kazakhstan.
We support clients throughout the entire transaction lifecycle – from initial structuring and comprehensive legal due diligence to negotiations, transaction documentation, regulatory clearances, signing, closing and post-closing implementation. SIGNUM has substantial experience acting on both the buy-side and sell-side, giving us a practical understanding of the commercial objectives and negotiating positions of all parties to a transaction.
Our team advises on acquisitions and disposals of companies, shares, participating interests, businesses and individual assets, as well as joint ventures, corporate restructurings and other strategic investments. SIGNUM has particular experience in transactions involving oil and gas, mining, conventional and renewable energy, industrial, telecommunications, technology and other regulated sectors.
On cross-border transactions, we regularly work alongside leading international law firms and coordinate the Kazakhstan workstream of multi-jurisdictional deals. Depending on the transaction, our M&A team works closely with SIGNUM specialists in tax, competition, employment, regulatory, finance and other areas to provide integrated transaction support.
- Transaction Structuring – developing legal and corporate structures for acquisitions and disposals, taking into account commercial, tax, regulatory and industry-specific considerations.
- Legal Due Diligence – conducting comprehensive reviews of companies, assets and projects, identifying key legal risks and advising on how they should be addressed in the transaction structure and documentation.
- Buy-Side and Sell-Side Representation – advising buyers, sellers, investors and shareholders throughout the M&A process.
- Transaction Documentation – drafting and negotiating share and interest purchase agreements, asset purchase agreements, shareholders’ agreements and other transaction documents.
- Negotiations and Closing – supporting negotiations, satisfaction of conditions precedent, signing and closing and coordinating post-closing actions.
- Regulatory Clearances – obtaining competition, sector-specific and other governmental approvals and consents, including for transactions involving regulated companies and assets.
- Joint Ventures and Strategic Investments – structuring joint ventures and other forms of strategic investment, allocating corporate control and preparing agreements between partners.
- M&A-Related Corporate Restructuring – advising on pre-closing and post-closing reorganisations, ownership changes and intra-group restructurings.
- Cross-Border Transactions – advising on the Kazakhstan aspects of multi-jurisdictional M&A transactions and coordinating with international legal counsel.
Experience
Advised a Russian investor on structuring the acquisition of a major Kazakhstan bank, including the corporate and regulatory aspects of the transaction.
Advised a Chinese state-owned energy company on structuring the acquisition of a portfolio of six renewable energy projects in Kazakhstan.
Advised on the structuring of the sale of 100% of the shares in an oil production company in a transaction valued at approximately USD 515 million, including corporate, tax and regulatory aspects.
Advised an international publicly listed oil and gas E&P company on structuring the contemplated sale of an exploration and production project valued at approximately USD 77 million.
Advised Reach Energy Berhad on the structure of its indirect acquisition of a 60% interest in an oil and gas asset in south-western Kazakhstan.
Advised a national investment fund on the structure of an equity investment in a foreign holding company through an increase of its share capital.
Advised an investor on structuring the acquisition of a major Kazakhstan media holding comprising four television and radio companies.
Advised an investor on structuring the acquisition of a major Kazakhstan group of companies producing paving slabs and landscaping products.
Advised a major Russian railway operator on the structure of its indirect acquisition of 100% of the shares in one of Kazakhstan’s largest freight rolling stock owners.
Advised a leading Danish medical equipment distributor on structuring the cross-border acquisition of a pharmaceutical business in Kazakhstan.
Advised the Kazakhstan subsidiary of a global marine services group on structuring a complex multi-party acquisition of a marine asset, including corporate approvals, acquisition financing, regulatory requirements and potential restructuring options.
Structured a cross-border transaction and related corporate reorganisation involving several jurisdictions for an Australian public company acquiring a portfolio of oil and gas projects in Kazakhstan.
Advised a major Swiss international group on the restructuring of its Kazakhstan subsidiaries and the buy-out of participating interests held by local partners.
Structured a joint venture between Kazakhstan’s national oil and gas company and foreign investors for the further development of a portfolio of oil and gas fields.
Structured a joint venture between the national uranium company and a major international uranium producer for the implementation of projects in Kazakhstan.
Structured joint activities between an international consortium of investors and the national oil and gas company in connection with hydrocarbon exploration and production projects.
Advised on a USD 21 million convertible debenture issuance on the Toronto Stock Exchange to finance a reverse takeover transaction.
Conducted comprehensive legal due diligence of a major Kazakhstan bank in connection with its acquisition by a Russian investor.
Conducted comprehensive legal due diligence of six renewable energy projects in Kazakhstan in connection with their acquisition by a Chinese state-owned energy company.
Conducted legal due diligence of a major Kazakhstan media holding comprising four television and radio companies in connection with an M&A transaction.
Conducted comprehensive legal due diligence of a Kazakhstan company providing payment solutions for the banking and retail sectors for a potential investor.
Conducted legal due diligence of a major Kazakhstan group of companies producing paving slabs and landscaping products in connection with its acquisition by an investor.
Acted as lead legal counsel on comprehensive legal and tax due diligence of an international E&P company in connection with a contemplated acquisition.
Conducted comprehensive legal and tax due diligence of a Kazakhstan company implementing a metallurgical silicon investment project in connection with its acquisition by a major international company.
Conducted legal due diligence of a Kazakhstan pharmaceutical business as part of a complex multi-jurisdictional M&A transaction.
Conducted legal due diligence of the Kazakhstan branch of one of the world’s largest oil pipeline companies, a regulated natural monopoly.
Conducted legal due diligence of Kazakhstan subsidiaries of a major international e-commerce business for a potential investor.
Conducted comprehensive legal due diligence of Kazakhstan renewable energy companies and project vehicles, including owners of solar and wind power plants, for international investors.
Conducted legal due diligence of a group of companies, including a major oil refinery in Southern Kazakhstan, for Indian investors.
Conducted vendor due diligence of an international E&P company prior to the sale of 100% of its shares.
Conducted comprehensive legal due diligence of oil and gas and mining companies and individual assets in Kazakhstan in connection with contemplated acquisitions by international investors.
Conducted legal due diligence of a major mining company in preparation for an international capital markets transaction.
Conducted legal due diligence of a chemical plant for a national chemical holding company.
Conducted legal due diligence of a major supermarket chain in connection with its contemplated acquisition by an international investor.
Provided comprehensive legal support for the acquisition of a major Kazakhstan bank by a Russian investor.
Provided full M&A legal support to a Chinese state-owned energy company on the acquisition of six renewable energy projects in Kazakhstan.
Provided comprehensive legal support for the acquisition of a major Kazakhstan media holding comprising four television and radio companies.
Provided comprehensive legal support for the acquisition of a major Kazakhstan group of companies producing paving slabs and landscaping products.
Advised a national investment fund on its equity acquisition in a foreign holding company through an increase of the company’s share capital.
Provided comprehensive legal support to a group of Norwegian investors and investment funds on the acquisition of a portfolio of oil and gas projects in Kazakhstan with an aggregate transaction value of approximately USD 1 billion.
Provided comprehensive legal support for the sale of 100% of the shares in an oil production company valued at approximately USD 515 million, including structuring, transaction documentation and regulatory matters.
Advised a leading independent oilfield services company on a USD 50 million cross-border buy-side M&A transaction involving the acquisition of an international oilfield services business and its Kazakhstan assets.
Provided comprehensive legal support for the acquisition of an oil and gas project in Kazakhstan valued at approximately USD 32 million, including transaction documentation and obtaining the required government approvals.
Advised a European oil and gas company on the acquisition of a 100% interest in a Kazakhstan oil and gas company in a transaction valued at approximately USD 15 million, including transaction documentation and regulatory approvals.
Represented an Australian mining company on the acquisition of an interest in a Kazakhstan gold mining company in a transaction valued at approximately USD 10 million.
Advised on the indirect acquisition of a Kazakhstan subsoil user through a reverse takeover on the London Stock Exchange, including legal and tax due diligence, preparation of Kazakhstan law transaction documents and closing.
Provided full M&A support for the acquisition of a Kazakhstan metallurgical silicon business by a major international company. The project contemplates the development of a new production facility in the Pavlodar region with capacity of up to 35,000 tonnes of metallurgical silicon per year.
Provided comprehensive legal support to an international oil trading company on the acquisition of two Kazakhstan companies registered in special economic zones, including due diligence, transaction documentation, regulatory clearances and closing.
Advised an international surface data logging and geophysical services company on the acquisition of the relevant business of Weatherford International plc. in Kazakhstan.
Advised an international engineering company on the acquisition of an interest in a Kazakhstan construction company, including transaction documentation, regulatory approvals and closing.
Provided full M&A support to a Russian investor on the acquisition of Kazakhstan subsidiaries of a major telecommunications and IT services group, including red flag due diligence, review of transaction documents and closing.
Advised on the acquisition of Kazakhstan subsidiaries of a major international digital taxi services group, including red flag due diligence and transaction advice.
Advised a client on the acquisition of a Kazakhstan construction company owning land plots and specialised equipment intended for the development of energy projects in the Caspian region.
Represented an Australian oil and gas company on the acquisition of a number of fields and exploration blocks in Kazakhstan, including transaction documentation and regulatory approvals.
Advised a UK oil and gas company listed on the Toronto and London stock exchanges on the acquisition of two oil and gas projects in Kazakhstan.
Provided comprehensive legal support to a Norwegian oil and gas company on the acquisition of a project in Western Kazakhstan, including due diligence, transaction documentation and regulatory approvals.
Advised on the sale of an interest in an oil project operating under a production sharing agreement in Western Kazakhstan, including the required governmental and competition clearances.
Provided comprehensive legal support for the sale of a 100% interest in an international oil and gas company operating in the Kyzylorda region to a group of foreign investors.
Represented a Turkish construction company on the acquisition of a construction materials plant, including transaction documentation, restructuring of certain transaction terms and regulatory approvals.
Provided comprehensive legal support for the acquisition of a major electricity and district heating company by the Almaty city authorities.
