Practice Area

Mergers and Aquisitions

Mergers and Aquisitions

M & A practice (M & A) is a significant part of our operations. We regularly advise clients in Kazakhstan and international law firms on major and multilateral Kazakh and international transactions. Equally, we acted on the side of the buyer and on the side of the seller, providing services to the client from complex legal due diligence to full legal support of mergers and acquisitions (legal and tax structuring of transactions, preparation of transaction documents, obtaining regulatory permits, etc .).

Cooperation with leading international law firms allows us to successfully work on projects requiring knowledge and experience in various jurisdictions.

Our group consists of partners, lawyers and other experts with solid experience, Western education and an impressive list of completed mergers and acquisitions in Kazakhstan. In complex transactions, the M & A team is assisted by lawyers on other issues (tax, labor, and business law issues).

Service includes the following directions
  • Structuring of transactions
  • Comprehensive legal review
  • Full legal support of M & A transactions
Signum Law Firm’s team focuses on project and debt financing deals. Liza Zhumakhmetova is noted.
The Legal 500, Europe, Caucasus and Central Asia, 2018
Signum Law Firm handles corporate and M&A matters, and is particularly active in the oil and gas sector. Liza Zhumakhmetova and Abylkhair Nakipov are the key names.
The Legal 500, Europe, Caucasus and Central Asia, 2018
Signum Law Firm focuses on transactional and contentious issues. Practice head Sofiya Zhylkaidarova has expertise in M&A and subsoil-use contracts.
The Legal 500, Europe, Caucasus and Central Asia, 2018
“Excellent work both in analysis and execution. Dedicated and trustable professionals.”
Asialaw Profiles, 2018
“Excellent professionals, with wide local and international experience, high standards, focused on results and performance.”
Asialaw Profiles, 2018
“The SIGNUM team are responsive and helpful. SIGNUM is my go-to law firm in Kazakhstan: commercial and efficient while being legally correct. Sofiya Zhylkaidarova, Liza Zhumakhmetova and Gaukhar Kudaibergenova are all especially strong.”
Asialaw Profiles, 2018

Experience

Deal Structuring

  • Advising on and assisting a Swiss-based leading global provider of secured identification services with corporate and management restructuring in its Kazakhstan subsidiaries, legal support of the buy-out of the company’s local partners’ shares, which included transaction documents drafting and assistance with closing.
  • Advising Reach Energy Berhad with respect to its indirect acquisition of 60% of oil and gas assets in southwest Kazakhstan;
  • Structuring of the transaction involving sale of 100% share in a public E&P company. Deal size: USD 515 million;
  • Deal structuring and corporate restructuring in a multi-jurisdiction transaction for the acquisition of a number of oil and gas projects in Kazakhstan by an Australian public company;
  • Deal structuring and full legal support of a joint venture between a major Kazakhstani oil and gas company and foreign investors for developing deep structures;
  • Deal structuring and full legal support of a joint venture between a national uranium producer and a major international uranium producer for projects in Kazakhstan;
  • Structuring of a joint venture between an international consortium of investors and a national oil company for oil exploration and production;
  • Deal structuring and full legal support in establishing a joint venture between a large Italian oil-service company and a local company for a major offshore oil project;
  • Deal structuring and full legal support in establishing a joint venture between the world leader in engineering and geological research on the sea and land and the collection and interpretation of data and a leading Kazakhstani engineering company.
Due Diligence
  • Legal and tax due diligence in connection with the contemplated transaction on acquisition of an international E&P company. SIGNUM acted as a leading counsel of the project.
  • Legal due diligence of an asset including pharmaceutical products produced abroad during a сomplex transaction involving several jurisdictions. SIGNUM acted as a Kazakhstan legal adviser of a major international law firm.
  • Preparation of legal opinion for a major global oil trading company covering the legal analysis of statutory requirements (licenses and permits, insurance, registration and others) applicable to the contemplated lease of a major industrial asset.
  • Legal due diligence of a Kazakhstan Branch office of the world’s largest oil pipeline company, a natural monopoly transporting oil and petroleum products via trunk pipelines.
  • Conducting legal due diligence of Kazakhstan subsidiaries of a major Russian fashion online retail company for a Russian investor.
  • Conducting legal due diligence of a Kazakhstan company operating in the field of renewable energy, owning solar power plants for a Chinese investor.

  • Legal due diligence of a group of companies (including a major refinery) in Southern Kazakhstan for Indian investors;
  • Vendor due diligence of an international E&P company;
  • Legal due diligence of a number of Kazakhstan oil and gas companies;
  • Legal due diligence of a number of Kazakhstan gold-producing companies;
  • Legal due diligence of an electric and district heating company in Eastern Kazakhstan for reconstruction financing by a major European bank;
  • Legal due diligence of a malt-producing company for the purposes of financing by the European Bank of Reconstruction and Development;
  • Employment and labour law health check of a major Kazakhstan uranium-producing company;
  • Legal due diligence of a mining company for a major international law firm for the purpose of financing by an international financial institution;
  • Legal due diligence of a large Kazakhstan mining company for IPO purposes;
  • Legal due diligence of a chemical plant for a national chemical holding company;
  • Legal due diligence of a major supermarket chain for acquisition by a Russian corporation.
Full Legal M&A Support
  • Full legal and tax assistance with de-registration of a Kazakhstan Branch office of a major Australian oil and gas company.
  • Full M&A legal support in the acquisition of participating interest in a Kazakhstan mining company (including transaction documents drafting, consulting on legal issues and assistance with closing).
  • Full M&A legal support of a global mechanical engineering services company in the acquisition of participating interest in a Kazakhstan construction company (including transaction documents drafting, obtaining all required regulatory approvals, general M&A legal consulting, including assistance with closing).
  • Full M&A legal support of the Russian company in acquisition of Kazakhstan subsidiaries of a Russian holding company rendering complex telecommunication and IT services related to storage and processing of information (including conducting red flag legal due diligence, assistance with review of the transaction documents and closing).
  • Full M&A legal support of the Russian company in acquisition of Kazakhstan subsidiaries of a Russian holding company, a major taxi ordering service provider (including conducting red flag legal due diligence and M&A assistance).
  • Full legal support of a Swiss-based leading global provider of secured identification services on public private partnership project with Kazakhstan government.
  • Full M&A legal support of a major international oil trading company in acquisition of two Kazakhstan legal entities registered in special economic zones (conducting legal due diligence of companies, obtaining regulatory consents, transaction documents drafting and assistance with closing).
  • Full legal M&A support of the Norwegian company in an indirect acquisition of a Kazakhstan based subsoil user through a reversed takeover on the London Stock Exchange (including conducting legal and tax due diligence of the subsoil use company, drafting transaction documents related to Kazakhstan law, general M&A legal consulting, etc.).

  • Full legal support in the acquisition of an oil and gas contract (including transaction document drafting and obtaining of all regulatory approvals). Deal size: USD 32 million;
  • Full legal support of an international E&P company in preparation for and implementation of IPO listing at KASE;
  • Full legal support of group of Norwegian investors and funds in the proposed acquisition of several oil and gas projects in Kazakhstan. Deal size: USD 1 billion;
  • Full legal support of a European oil and gas company in acquisition of participating interest in Kazakhstani oil and gas company (including transaction document drafting and obtaining all required regulatory approvals). Deal size: USD 15 million;
  • Representing an Australian oil and gas company in acquisition of several fields/exploration blocks in Kazakhstan (legal support included transaction document drafting and obtaining regulatory approvals);
  • Representing a UK-based oil and gas company listed on the Toronto and London Stock Exchanges in the acquisition of two Kazakhstani oil and gas projects (including transaction document drafting, obtaining regulatory approvals);
  • Representing an Australian mining company in the acquisition of the participating interests in a Kazakhstani gold-mining company. Deal size: USD 10 million;
  • Representing a Turkish construction company in the acquisition of a construction material plant (legal support included transaction document drafting and obtaining regulatory approvals);
  • Full legal support of a Norwegian E&P company in acquisition of an oil and gas project in Western Kazakhstan (including transaction document drafting and obtaining regulatory approvals);
  • Legal advice on transaction of the sale of participating interest in production sharing agreement on oil production in a West Kazakhstani oilfield;
  • Full legal support of foreign investors in acquisition of 100% participating interest in an international oil company in Kyzylorda Region (including transaction document drafting and obtaining required regulatory approvals);
  • Representing a major oil company in several hydrocarbon exploration projects in Kazakhstan (including the drafting and negotiating of an offshore PSA and provision of legal advice on farming-in existing petroleum projects;
  • Full legal support in reorganization of a large Kazakhstani holding company involving a number of mergers and spin-offs;
  • Joint operating agreement drafting for the joint venture between a Singaporean oil and gas company and a group of investors on oil and gas exploration and production sharing;
  • Joint operating agreement drafting for joint venture on hydrocarbon exploration and production in Western Kazakhstan;
  • Full legal support of local government authorities in acquisition of a major electricity and heating company in Almaty.
​Recent experience
  • Advising a major Japanese pharmaceutical company on IP related matters (advice on a sublicense agreement).
  • Corporate investigation related to alleged embezzlement in a large international company specializing in production and sale of consumer goods.
  • Preparation of legal memorandum for a major global oil trading company covering the legal analysis of domestic supply and antitrust regulations for liquefied petrol gas (LPG) production.

Specialists in the field

Liza Zhumakhmetova
Partner

Liza is a 15+ years of experience corporate and M&A lawyer, admitted to the NY State Bar.

Practice areas:
  • Mergers and Aquisitions
  • Corporate
  • Corporate Investigations
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Gaukhar Kudaibergenova
Of Counsel

In her role of Corporate and M&A lawyer Gaukhar regularly advises leading foreign multinationals on high-profile private equity and M&A transactions. She also focuses on M&A and regulatory advice in oil and gas, public-private partnership and renewable power generation projects.

Practice areas:
  • Corporate
  • Mergers and Aquisitions
  • Subsoil Use
  • Public-Private Partnership (PPP)
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Ulan Stybayev
Associate

Ulan has experience in corporate law and corporate investigations.

Practice areas:
  • Corporate
  • Mergers and Aquisitions
  • Corporate Investigations
  • IP and Technology
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Rustam Baitazin
Associate

Rustam mainly focuses on M&A, PPP and corporate law matters.

Practice areas:
  • Regulatory Compliance and Environment
  • Mergers and Aquisitions
  • Public-Private Partnership (PPP)
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