Successful acquirers are those, who apply discipline and open-mindedness to find targets and who proactively pursue them.

In essence, we see mergers and acquisitions as another important division of our business. We support Clients in creating viable strategies, facilitating successful M&As.

M&A

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MERGERS & ACQUISITIONS
  • Legal Due Diligence
  • Business & Deal Structure
  • Regulatory Approvals
  • Identifying & Mitigating Legal Risks
  • Share Sale & Purchase, Security, and Option Agreements
  • Negotiation Support
  • Target Company Registration
  • Corporate Governance
  • Transactional Documents Drafting
  • Licencing
  • PPA & GCA
  • Land Use Rights
  • Feasibility Study
  • Environmental, Health & Safety Regulations
  • Merger Clearance
  • NDA

Client Wins

Scatec Solar’s 50-million-dollar acquisition of AEC Asa, AEC Shu, and Akadyr power plants went well with our legal due diligence, deal structuring, SPA drafting, and regulatory formalities.

Sharp Energy Solutions Corporation acquired 100% participatory interest in KSP Kapshagay Solar Park with our legal assistance as well.

KEGOC, the Kazakhstan Electric Grid Operating Company, brought home the bacon, having received a EURO 255-million loan from EBRD for the purpose of financing the second phase of KEGOC's substations and high-voltage equipment modernisation – Unicase in between, busily working on all the deal’s legal and financial aspects.

Goldwind International Holding’s assets were checked and its presence in the local market – established.

ENRC comes next, with a successful 100% acquisition of a Kazakhstan mining company – as always, due diligence and regulatory advice were effectively delivered.

The Promondis Energy GmbH showed up with the willingness to throw some US$250 million at a 75-MW solar power plant in the Kazakhstan’s South, which turned out a complex yet successful enterprise.

Next, advising a large European Energy Company on the construction and operation of a wind farm turned into a series of local acquisitions, licencing and certifications, construction guarantees, IP rights protection, insurance, environmental regulations, and health and safety regulations – all duly advised on by Unicase. Then, we were asked to assist a consortium of European and UAE companies on acquisition of a solar energy project in Kazakhstan and strike our signature legal due diligence, SPA drafting and negotiating; we finished everything off by a target company re-registration.

That being no limit, we helped a Norway solar energy operator to acquire 4 targets.
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Client Wins
The M&A winning streak continued to deliver yet more gold and several thousand tonnes of uranium to our Clients’ asset portfolios. Acquisition of a 100% stake in one of Kazakhstan's gold exploration companies, further consultations on additional assets, the group consolidation, followed by the IPO on the London Stock Exchange (AIM) – went right down into the Unicase portfolio.

Then, we contributed to GMA Resources acquiring a 90% stake in KRRK LLP: we structured the transaction with participation of a foreign element and ran a legal audit of the company's assets.

Brilliant experts from Heidelberg Cement AG asked us to assist them on the way to acquiring a group of large cement companies in Kazakhstan, and a standard services set was provided, legal due diligence, current legislation analysis, and finalising the stock purchase and sale agreement.

Two major uranium mines acquisition in Kazakhstan was what became another huge win shortly thereafter, with Uranium One Incorporated hitting a US$5,1 billion cross-border transaction and Unicase providing due diligence of alienated objects, transaction structuring, risk identification, and advise on regulatory procedures.

We also advised JSC National Company KazMunaiGas on the acquisition of a drilling companies group, including a comprehensive audit, regulatory analysis, and transactional issues advisory.

A Chinese gold mining company, China Gold, turned to us and eventually bought out 70% of shares in a Kazakh zinc-producing company, downright successful.
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Client Wins
Unlock the Synergy
We do enjoy winning, our Clients do even more so, and just as the world never stops, M&A practice continues to bring in wonderful output. A Chinese investment company stopped by to jump on the indirect 100% acquisition of three large Kazakhstani oil and gas companies, and a comprehensive due diligence was what we were asked of.

Then, we took on responsibility for a US$1.5-billion-worth acquisition of assets in a Kazakhstan-based Russian Nuclear Corporation, which was a whopping success for our Firm.

Another Project was associated with Tethys Petroleum Limited on their London Stock Exchange IPO, and it included due diligence of a group of subsidiaries operating in the oil and gas sector.

A major Chinese investment holding company, Careall Group, requested Unicase to carry out legal works on a US$90m acquisition, or a 60% equity interest in a Kazakhstan oil company.

Halliburton needed to acquire Baker Hughes, and Unicase was hired to prepare everything in terms of large-scale M&A transactions in oil & gas.

Eversheds Sutherland asked for assistance on the acquisition of a 100% stake in a Swedish company, and we assigned one of the strongest M&A Teams to prepare a high-level due diligence report for them.

Finally, there was Allur Auto, a large car distributor in Kazakhstan, who sold its 51% stake, Unicase delivering due diligence of a group of companies, drafting and negotiating transactional documents with counterparties and other shareholders, and attaining regulatory approvals.
Cases
  • Goldwind International Holdings
    We advised Goldwind International Holdings on acquisition of the Zheruyik Energy, a 50 MW wind power plant. The Team provided support on the acquisition of this local RE target by conducting corporate due diligence, reviewing the structure, taxation matters and an SPA draft for the acquisition, assisting with the negotiations of the SPA terms, and re-registering the target due to a participant change.
  • The Yingke Law Firm Assignment
    We met hundreds of brilliant experts in our career, and this time Yingke Law were the ones to deliver the service to. Yingke, representing Karamay Jianye Energy Co Ltd in a Kazakhstan-based target company acquisition. The target was engaged in construction of engineering structures.

    The Team conducted a full-scope legal due diligence of the target company, examining external financing documentation (loan and leasing agreements), licensing agreements, and contracts with suppliers and customers, real property title ownership, and land use rights possession. A thorough examination went down to documents related to subsisting litigations, proceedings, or disputes involving the target, whether as a claimant or respondent, including employment, labour disputes, employment permits and licences, approvals and permits for its operations. All the details checked and inconsistencies harmonised, the deal was smooth as ice.
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