Mergers and Acquisitions

PunoLaw’s M&A practice group advises clients on the entire spectrum of an M&A transaction – from signifying an intent to participate in a deal, due diligence, structuring, negotiating and documenting the transaction, financing the acquisition, satisfaction of conditions precedent, closing and compliance with post-closing covenants. We have successfully completed a wide variety of M&A transactions, including negotiated and auction sale processes, share and asset sales, involving private and publicly listed companies, having represented sellers, buyers, minority investors and joint venture partners in deals with varying transaction values.

As part of the M&A practice of PunoLaw, we provide the whole gamut of services to address the needs of clients in complying with the requirements of the Philippine Competition Law and the issuances of the Philippine Competition Commission (“PCC”). We have been instrumental in obtaining timely approvals from the PCC to proceed with our clients’ acquisitions.

Our M&A team regularly works with our corporate, tax, banking and finance and labor practice groups to provide our clients with comprehensive advice on various aspects of a deal. Our lawyers bring with them knowledge of specific laws and regulations that govern various industries including power, energy, infrastructure and real estate.  Our in-depth understanding of the workings of said industries enable us to offer practical advice that assist clients in their assessment of issues and in navigating the decision-making process.

Representative Transactions

PunoLaw’s M&A deals include the following:

• Counsel to Marubeni Corporation of Japan in its purchase of a 20% equity interest in Maynilad Water Services, Inc., one of the biggest water treatment and distribution companies in the Philippines
• Counsel to GT Capital Holdings, Inc. in its acquisition of a 20% equity interest in Metro Pacific Investments Corporation, one of the Philippines’ biggest conglomerates with interests in power generation, electric utilities, water treatment and distribution, tollways and health services
• Counsel to the consortium of Energy Development Corporation, Mitsui & Co. Ltd., Mitsui Oil Exploration Co., Ltd., and Kyushu Electric Power Co., Inc. in connection with the consortium’s bid to acquire the Southeast Asian geothermal assets of Chevron Corporation
• Counsel to the consortium of Marubeni Corporation and JERA Co., Inc. in connection with the potential acquisition of a 49% interest in a 2×600 MW greenfield super critical coal-fired power plant project in Atimonan, Quezon, Philippines
• Counsel to SM Investments Corp (“SMIC”), a listed company, in connection with the intended acquisition of Goldilocks Bakeshop Inc. (“GBI”). As counsel for SMIC, PunoLaw provided the following legal services, among others: (i) conducted legal due diligence of GBI and its subsidiaries comprised of over 20 entities; (ii) provided advice on transaction structure options; and (iii) drafted and negotiated the share purchase agreement and other documents pertinent to the transaction
• Counsel to Sithe Global Power in connection with its divestment of all of its interest in: (i) GNPower Mariveles Coal Plant Ltd. Co., a Philippine limited partnership, which is the owner of a 2×300 MW (net) coal-fired generating facility located in Mariveles, Bataan, Philippines; and (ii) GNPower Dinginin Ltd. Co., a Philippine limited partnership, which is the developer of a 1×668 MW proposed supercritical coal-fired power generating facility located in Mariveles, Bataan, Philippines
• Counsel to Marubeni Asian Power Singapore Pte Ltd. in connection with the bidding for the purchase of a minority interest in the 630 MW coal-fired Masinloc thermal power project located in Masinloc, Zambales, Philippines owned by the AES group
• Counsel to Macquarie Infrastructure Holdings (Philippines) Pte. Limited, in connection with the investment by an infrastructure fund in Kauswagan Power Holding Ltd. Co. and GNPower Kauswagan Ltd. Co. for the construction, development and operation of up to 4×138 MW (net) coal-fired electrical generating facility and associated facilities located in barangays Libertad and Tacub, Kauswagan, Lanao Del Norte, Philippines
• Counsel to the consortium of Tokyo Electric Power Company (“TEPCO”) and Marubeni Corporation in connection with the successful US$3.4 Billion acquisition of the shares of Mirant Asia-Pacific Limited for purposes of ultimately acquiring interests in three power generation facilities in the Philippines. As local counsel for the consortium of TEPCO and Marubeni, we provided legal services which included, among others, the following: (i) drafting of the various agreements and other documents pertinent to the transaction; (ii) liaising with the relevant Philippine regulatory agencies; (iii) conducting legal due diligence; and (iv) providing advice on acquisition structuring and various legal and tax-related issues. The deal is one of the biggest acquisition deals in Asia. The financing for the deal was awarded in December 2006 as the Mirant Asia Pacific – Best Syndicated Loan by Asia Money Magazine Regional Deals of the Year 2006. The deal was also cited in the Pacific Business Press as the largest energy M&A transaction in the Asia Pacific region for 2006.
• Counsel to Marubeni Asian Power Singapore Pte. Ltd. in connection with the bidding for the purchase of a minority interest in the 630 MW coal-fired Masinloc thermal power project located in Masinloc, Zambales owned by the AES group