Clifford Chance

Clifford Chance and AS&H advise PIF and SABIC on the USD 69.1 billion sale of PIF’s shareholding in SABIC to Saudi Aramco – the largest ever M&A deal in the Middle East

Clifford Chance and Abuhimed Alsheikh Alhagbani Law Firm in co-operation with Clifford Chance (AS&H) have advised the Public Investment Fund of Saudi Arabia (“PIF”) on the sale of its 70% shareholding in SABIC (SABIC), for a purchase price of USD 69.1 billion. The transaction completed on 16 June 2020.

This is the largest ever M&A deal in the Kingdom of Saudi Arabia and the Middle East by deal value.

The lengthy negotiations and execution of transaction documents were handled by Clifford Chance and AS&H in Riyadh. The AS&H team in Riyadh, together with the Clifford Chance teams in London and Brussels coordinated merger control notifications in over 20 jurisdictions, ranging from Costa Rica to the Philippines – a process which took over seven months to complete.

The transaction will unlock significant capital for PIF’s continued long-term investment strategy in line with the goals and ambitions of the Kingdom as part of Vision 2030 and will be a key pillar for the parties in the further development of the petrochemicals industry in Saudi Arabia, and reinforces their objective to create a global chemicals company.

The joint Clifford Chance and AS&H team of M&A, anti-trust, banking and finance and capital markets specialists advising PIF was led by Omar Rashid (Clifford Chance Partner seconded to AS&H as AS&H Co-Head of Corporate) and Mansoor Alhagbani (AS&H Partner, Head of Capital Markets, Riyadh).

Omar and Mansoor were supported by partners Nelson Jung (Antitrust, London), Gareth Camp (Corporate, London), (Yasser Al-Hussain (Head of Banking & Finance, AS&H), Mohamed Hamra-Krouha (Clifford Chance Banking & Finance Partner seconded to AS&H) and Paul Deakins (Capital Markets, London). The team were supported by senior associates Rizwan Butt (Corporate, Riyadh/Dubai) , Mashael Al-Shebaiky (AS&H), Michael Rueter (Antitrust, London), Abdulkhaliq ElShayyal (seconded from Clifford Chance to AS&H), Mazin Alzamil (AS&H) as well as associates Deepaloke Chatterjee (Antitrust, London),Sam Parry (Antitrust, London), Pearl Mahaga (Capital Markets, London) and Laurence Hull (Litigation, Washington DC).

Omar Rashid, the PIF relationship partner at Clifford Chance, remarked: "Successfully supporting PIF on this strategic and transformational transaction for the Kingdom and the Middle East region has been a tremendous opportunity for us. This is also a positive news story during these unprecedented times and demonstrates our firm's ability to achieve a successful closing of a very significant transaction remotely, notwithstanding the COVID-19-related measures in place globally''.

Mansoor Alhagbani, the PIF relationship partner at AS&H, commented: “We are proud to have advised PIF on this truly landmark transaction for the Kingdom and the region. It's also a testament to the strength of our team in Riyadh that we were able to respond to a challenging timeline and at the same time, deal with numerous complex issues that arose during this unique transaction. We would like to thank PIF for putting their trust and confidence in our team on such an important mandate''.

The international Clifford Chance team advising SABIC on the global competition aspects of the transaction was led by partners Edmund Boyo (Banking & Finance, Dubai) and Marc Besen (Antitrust, Dusseldorf/Brussels) and included counsel Jim Back (Antitrust, Brussels), senior associate Anne Filzmoser (Antitrust, Dusseldorf), counsel Dimitri Slobodenjuk, senior associate Caroline Scholke, associates Johannes Lüer and Arne Gayk (all Antitrust, Dusseldorf), senior associate Stavroula Vryna (Antitrust, London), associates Carmen Puscas and Aidan Forde (all Antitrust, Brussels).

Edmund Boyo, finance partner and one of the SABIC relationship partners based in our Dubai office comments: "This clearly is a landmark transaction for the Kingdom of Saudi Arabia and its 2030 Vision and for SABIC it is a big step towards cementing its position as the preferred world leader in chemicals. As a firm, we are absolutely delighted to be involved in such a complex bet-the-shop transaction, which highlights our position as the international law firm of choice for work in the Kingdom, big ticket M&A transactions and complex global merger control notifications''.