Karim Nassar

Karim Nassar

Abdulaziz Alajlan & Partners
  • Riyadh
Not admitted to practice in Saudi Arabia

Karim has been involved in handling Saudi Arabian legal matters since 1998, and is active in advising both Saudi Arabian and foreign clients on a wide range of Saudi Arabian corporate and mergers and acquisitions transactions. He was seconded to the Capital Markets Authority from January 2004 to March 2005 where he helped to develop and finalize the regulatory framework.

Representative clients, cases or matters

Capital Markets

  • Advised Saudi shopping mall giant Arabian Centres Company on its USD 748 million IPO, with an implied market capitalization of USD 3.3 billion, making it the Kingdom of Saudi Arabia's largest IPO in four years.
  • Acting as legal advisors to MedGulf in relation to its proposed capital increase through a Rights Issue offering.
  • Acting for Saudi Fransi Capital as underwriter for Al Moammar Information Systems Company's (MIS) planned IPO on the Saudi Stock Exchange (Tadawul).
  • Acting as underwriter's counsel for Samba Capital in relation to Mahara Human Resources Company's proposed IPO and listing on Tadawul.
  • Acting for Samba Capital & Investment Management Company in its capacity of Underwriter to the offering of 15,715,009 shares representing 30% of the share capital of Leejam Sports Company through an IPO at an offer price of SAR 52 per share.
  • Acting for Saudi Fransi Capital, who were the financial advisors, lead manager, underwriter and bookrunner in relation to the offer of 12.9 million shares in L'Azurde to institutional investors.
  • Acting as transaction counsel to Saudi Arabian Company for Hardware (SACO) in relation to its initial public offering of 7,200,000 shares representing 30% of the Company's share capital.
  • Acting as underwriter counsel for NCB Capital in relation to the rights issue of Salama Cooperative Insurance Company.
  • Acting for the Financial Advisors and lead managers on the US$6 billion NCB IPO, the second-largest IPO in the world in 2014 and the largest-ever equity sale in the Middle East.
  • Acting for Electrical Industries Company in relation to its initial public offering of 13,500,000 shares.
  • Acting as underwriter counsel in relation to the initial public offering of 16,500,000 shares of Al-Hokair Group.
  • Acting for the underwriter and lead manager in relation to the 5,250,000 initial public offering of American International Group (AIG) and Arab National Bank Cooperative Insurance Company.
  • Acting for Bawan Company in relation to its initial public offering of 15,000,000 shares, valued at SR 540,000,000.
  • Acting for Middle East Specialized Cables Company (MESC) in relation to its increase of capital by way of rights issue, valued at SAR 200,000,000. This is the first rights issues in Saudi Arabia to use the new mechanism of tradable rights.
  • Acting as transaction counsel in the initial public offering of 102,000,000 shares in Knowledge Economic City representing 30% of the total share capital and raising US$272 million, the largest offering in the Gulf region in the first six months of 2010.
  • Acting for Najran Cement Company in relation to its initial public offering of through the offer of 50% of its shares to the public, valued at SAR 850,000,000.
  • Advising on the initial public offering of 240,000,000 shares in National Petrochemical Company, representing 50% of the share capital.
  • Advising the Saudi Arabian Government in connection with the privatization of the mining sector through a restructuring and the initial public offering of 462,500,000 shares in Saudi Arabian Mining Company (Ma'aden).
  • Acting as transaction counsel in the initial public offering of 315,000,000 shares in Kingdom Holding Company.
  • Acting as counsel to Deutsche Bank in connection with the private placement of 40,000,000 shares in Al Khozama Management Company.
  • Advising leading investment banking firms on regulatory and company formation requirements in relation to obtaining licenses from the Saudi Arabian Capital Market Authority to conduct securities business in the Kingdom.
  • Acting for Riyad Bank in the establishment of its US$1.6 billion MTN Programme and US$500 million draw down under the Programme.

Mergers & Acquisitions

  • Advising Almarai Company in relation to their acquisition of 100% of Premier Foods from Alamar Foods CJSC.
  • Advising the VFS Group in relation to an acquisition of Al Etimad Modern Business Solutions Company (“Etimad”), Modern Traveler Services Company (“Vega”) and Abyaar Modern Commercial Services Limited (“Abyaar”) by VF Worldwide Holdings Ltd. and VF Services (UK) Limited.
  • Advising Taiba Holding Company in relation to (i) the restructuring of its group resulting inTaiba Holding Company holding 100% in Al-Aqeeq Real Estate Development Company (Al-Aqeeq) and 99.52% in Arab Resort Areas Company (ARAC) and (ii) the merger control by filing an application with the General Authority for Competition to obtain their clearance.
  • Advising Alawwal Bank on the merger with Saudi British Bank (SABB). This is a ground breaking transaction that will create the third-largest bank in Saudi Arabia with total assets of US$ 71 billion.
  • Advising Saudi Steel Pipe Company (SSP) as sell side advisors in relation to the signing of the sale purchase agreement between a Rabiah & Nassar Group and a group of minority investors with Tenaris Saudi Arabia Co. Ltd.
  • Advising Allianz Group on its acquisition of an additional interest in Allianz Saudi Fransi Cooperative Insurance Company. This is the first time that a foreign strategic investor has been allowed to acquire shares in a company already listed on the Saudi Stock Exchange (Tadawul).
  • Advising Saudi Arabia's Al Safi Holding, one of Al Faisaliah Group’s companies, on the sale of its shares in Al Safi Danone Company (ASD), producer of dairy and juice products, to Saudi Arabia's National Agricultural Development Co. (NADEC).
  • Advising Al Tala'a International Transportation Co. Limited (HANCO) on its sale of the entire issued share capital of Byrne Equipment Rental LLC and its subsidiaries (Byrne Group) to Itqan Investments and Tamar VPower Energy Fund (the unit holders of which are VPower (a company listed on the Hong Kong exchange) and CITIC (a state owned Chinese investment company)), valued at approximately AED 1 billion.
  • Advising Saudi Arabian telecom company in relation to the transfer of its telecom towers to a wholly owned subsidiary and a potential participation with another telecom operator.
  • Advising Al Faisaliah Group Holding Company on its sale of a 70% stake in Al Safi Food to Mezzan Holding.
  • Assisting in relation to Al Faisaliah Group Holding Company's restructuring, including the integration of Al Safi Dairy Company and the restructuring of Al Safi Danone Company.
  • Acting for Mohammed I. Alsubeaei & Sons Investment Company (MASIC) in its joint venture and sale of 30% share of Thakher, a company focusing on the development of real estate in Makkah. The sale of the shares in Thakher were in consideration for shares in Al Tayaar Group (ATG) (a publically listed Saudi company).
  • Advising Alliance Holding Company in relation to its divestment together with other sellers of a majority stake in General Lighting Company to Koninklijke Philip N.V.
  • Acting for Al Tala'a International Transportation Co. Ltd. (HANCO), as part of a consortium, on the acquisition of a 75% stake in Byrne Investments from Dubai-based Havenvest Private Equity Middle East Partnership.
  • Advising on the acquisition of 49% of Al Babtain LeBlanc Telecommunications Systems - the first time a foreign shareholder has acquired shares in a public company in the Kingdom through a share swap transaction.
  • Advising NBK Capital and Al Tala'a International Transportation Co (HANCO) on the US$140 million sale of 40% equity interest in Al Tala'a International Transportation Co. Ltd. (HANCO). M&A Deal of the Year (2012) by The Banker Magazine.
  • Advising Al-Ittefaq Steel Products Company (ISPC) on its corporate restructuring in the Kingdom of Saudi Arabia.
  • Advising NCB Capital on the restructuring of ownership of five operational shopping malls, two malls under development and a villa-compound development in Jeddah, Kingdom of Saudi Arabia.
  • Acting for Saudi Industrial Gas Company Limited (SIGAS), the second largest industrial gases company in Saudi Arabia, in relation to the sale of a majority shareholding in that company to Linde AG.
  • Acting for the sellers in connection with the sale of a majority stake in a major Saudi pharmaceutical company to a leading Gulf-based private equity fund.
  • Advising Abraaj Capital on the acquisition of a minority stake in a Saudi Arabian aviation company.
  • Acting for Abraaj Capital in connection with the acquisition of a 40% stake in the Saudi Tadawi Company for Health Care.
  • Acting for Almarai Company in its acquisition of Western Bakeries Co. and International Baking Services Co.
  • Acting for a Consortium led by Mitsubishi Corporation in their acquisition of a 75% stake in AJIL, a major leasing company.
  • Acting for Saudi Telecom Company in the acquisition of AwalNet.

Funds

  • Acting for AJIL in relation to SR 500 million sukuk issued to sophisticated investors in the Kingdom of Saudi Arabia, with Riyad Capital and GIB Capital acting as lead managers.
  • Acting for EFG-Hermes KSA structuring one of the first Saudi equities funds approved by the Capital Markets Authority.
  • Acting for EFG-Hermes KSA on the placement of MENA financial/funds products to investors in the Gulf, Europe and the US.
  • Acting for a leading bank in connection with the establishment and registration of Funds in the Kingdom.

Publications, presentations and articles

Karim has lectured and written articles concerning the Capital Market Authority in Saudi Arabia.

Admission and Professional affiliations

  • The Lebanese Bar Association

Education

  • Lebanese degree in Private Law, St. Joseph University, Beirut
  • Master's Degree in General Private Law, Paris X University
  • LLM in International Commercial Law, Nottingham University

Languages

  • English
  • French
  • Arabic