Practices

Mandviwalla & Zafar has acted for local and foreign clients, in the acquisitions and mergers of various banks, financial institutions and insurance companies.

Mergers & Acquisitions

M&Z has established itself as a leader in the field of M&A. We are the first choice of banks, financial institutions and corporates alike for M&A transactions.

Our senior partner Barrister Mehmood Y. Mandviwalla is recognized as an industry expert not only by our clients, but also by the regulators, whether it is the State Bank of Pakistan or the Securities Exchange Commission of Pakistan.

Mr. Mandviwalla has the distinction of having acted on two out of the total three Section 47 mergers that have taken place in Pakistan. A "Section 47 Merger" is a merger on the grounds of public interest, undertaken pursuant to Section 47 of the Banking Companies Ordinance, 1962, which authorizes the State Bank of Pakistan to apply to the Federal Government of Pakistan to seek a suspension of the banking company to which the said section is being applied and thereafter prepare a scheme of reconstruction or amalgamation of such banking company.

M&Z provides advices and assistance to its clients in all aspects of M&A transactions, which in Pakistan involves, not only the transactional aspect, but also regulatory aspects and in most cases these range from providing advise and ensuring compliance with with the provisions of the Companies Ordinance, 1984, Listed Companies (Substantial Acquisition of Voting Shares and Take-Overs) Ordinance, 2002, Competition law of Pakistan and various other applicable rules and regulations.

Transactional Experience

Isbank of Turkey - Acquisition of HSBC Pakistan

M&Z is acting for Isbank of Turkey with regard to its interest in acquiring the entire operations of HSBC Pakistan.

Pakistan Telecommunication Company Limited - Acquisition of Rozgar Microfinance Bank Limited

M&Z acted for Pakistan Telecommunication Company Limited in the acquisition of the majority shareholding of Rozgar Microfinance Bank Limited.

United Bank Limited - Acquisition of Majority Shareholding of by Bestways Group

M&Z represented Bestways Group, one of the sponsor shareholder of United Bank Limited, in the acquisition of the majority shareholding of United Bank Limited from His Highness Sheikh Nahyan Al Mubarak Al Nahyan, the other sponsor shareholder of United Bank Limited. M&Z had represented Bestways Group and His Highness Shiekh Nahyan, acting jointly, in the initial acquisition of the entire shareholding of United Bank Limited from the Government of Pakistan, at the time of privatization of United Bank Limited.

RBS Pakistan - Acquisition of Majority Shareholding by Faysal Bank Limited and subsequent Merger of RBS Pakistan with and into Faysal Bank Limited

M&Z acted for Faysal Bank Limited in the acquisition of the majority shareholding of Royal Bank of Scotland Limited (Pakistan) from Royal Bank of Scotland PLC. Subsequent to the acquisition of Royal Bank of Scotland Limited (Pakistan), M&Z has represented Faysal Bank Limited for the merger of the Royal Bank of Scotland Limited (Pakistan) with and into Faysal Bank Limited, pursuant to the provisions of Section 48 of the Banking Companies Ordinance, 1962.

The acquisition of Royal Bank of Scotland (Pakistan) by Faysal Bank Limited, was of special interest to M&Z, as we had acted for ABN AMRO in its acquisition of Prime Commercial Bank Limited.

Arif Habib Bank Limited - Acquisition of Majority Shareholding by Suroor Investments

M&Z acted for Suroor Investments in the acquisition of the majority shareholding of Arif Habib Bank Limited from Arif Habib Group. Upon the acquisition of the majority shareholding of Arif Habib Bank Limited, the name of Arif Habib Bank Limited has been changed to Summit Bank Limited. M&Z represented Suroor Investments in all matters pertaining to the change of name of Arif Habib Bank Limited to Summit Bank Limited.

Atlas Bank Limited - Sale of 25% shareholding by DEG to Shirazi

M&Z acted for DEG-Deutsche Investitions- Und Entwicklungsgesellschaft MBH (DEG) with regard to the sale to the Shirazi Group, of their entire shareholding in Atlas Bank Limited, amounting to 25%.

Atlas Bank Limited - Acquisition of Majority Shareholding by Suroor Investments and Merger of Atlas Bank Limited with and into Summit Bank Limited

M&Z acted for Suroor Investments in the acquisition of the majority shareholding of Atlas Bank Limited from Shirazi Group.

Subsequent to the acquisition of the majority shareholding of Atlas Bank Limited, Atlas Bank Limited is being merged with and into Summit Bank Limited. M&Z is acting for Summit Bank in the merger of Atlas Bank Limited with and into Summit Bank Limited in accordance with the provisions of Section 48 of the Banking Companies Ordinance, 1962.

MyBank Limited - Acquisition of Majority Shareholding by Suroor Investments and Merger of MyBank Limited with and into Summit Bank Limited

M&Z acted for Suroor Investments in the acquisition of the majority shareholding of Mybank Limited from Iqbal Ali Mohammad Group.

Subsequent to the acquisition of the majority shareholding of Mybank Limited, Mybank Limited has been merged with and into Summit Bank Limited. M&Z acted for Summit Bank in the merger of Mybank Limited with and into Summit Bank Limited in accordance with the provisions of Section 48 of the Banking Companies Ordinance, 1962.

Bristol Myers Squibb - Acquisition of Majority Shareholding by GlaxoSmithKline and Merger of Bristol Myers Squibb with and into GlaxoSmithKline Pakistan

M&Z acted for GlaxoSmithKline PLC, acting through a subsidiary, in the acquisition of the entire shareholding of Bristol Myers Squibb Pakistan (Private) Limited (BMS Pakistan) from Bristol Myers Squibb, USA.

Subsequent to the acquisition of the entire shareholding of BMS Pakistan, M&Z acted for GlaxoSmith Kline Pakistan Limited in the merger of BMS Pakistan, with and into GlaxoSmithKline Pakistan Limited in accordance with the provisions of the Companies Ordinance, 1984.

Stiefel Laboratories - Acquisition of Majority Shareholding by GlaxoSmithKline and Merger of Stiefel with and into GlaxoSmithKline Pakistan

M&Z acted for GlaxoSmithKline PLC, acting through a subsidiary, in the acquisition of the entire shareholding of Stiefel Laboratories Pakistan Limited (Stiefel Pakistan) from Stiefel Laboratories, INC (USA).

Subsequent to the acquisition of the entire shareholding of Stiefel Pakistan, M&Z acted for GlaxoSmith Kline Pakistan Limited in the merger of Stiefel Pakistan, with and into GlaxoSmithKline Pakistan Limited in accordance with the provisions of the Companies Ordinance, 1984.

Saudi Pak Commercial Bank Limited - Acquisition of Majority Shareholding by consortium of investors, including, IFC, Nomura, Bank Muscat and Mr. Shaukat Tarin

M&Z acted for a consortium of investors, including the International Finance Corporation, Nomura, Bank Muscat and Mr. Shaukat Tarin, in the acquisition of the majority shareholding of Saudi Commercial Bank Limited from Saudi Pak Investment Company (Private) Limited.

Merger of Emirates Global Islamic Bank Limited with and into Al Baraka Islamic Bank Pakistan Limited

M&Z acted for the sponsors of Emirates Global Islamic Bank Limited in the merger of Emirates Global Islamic Bank Limited with and into Al Baraka Islamic Bank Pakistan Limited (a wholly owned subsidiary of Al Baraka Islamic Bank B.S.C. M&Z had acted originally acted for the sponsors of Emirates Global Islamic Bank Limited in the establishment and incorporation of Emirates Global Islamic Bank Pakistan Limited, in Pakistan. Although a simple merger, but it involved various aspects of Company Law, Banking Law, as well as negotiations between the parties.

Merger of KASB Capital Limited with and into KASB Bank Limited

M&Z acted for the sponsors of KASB Group with regard to the merger of KASB Capital with and into KASB Bank Limited. This was an unusual merger as it involved the merger of a non banking company i.e KASB Capital Limited into a banking i.e KASB Bank Limited and accordingly the merger was completed through different stages and involved various regulators.

Stiefel Laboratories - Acquisition of Majority Shareholding by GlaxoSmithKline and Merger of Stiefel with and into GlaxoSmithKline Pakistan

M&Z acted for GlaxoSmithKline PLC, acting through a subsidiary, in the acquisition of the entire shareholding of Stiefel Laboratories Pakistan Limited (Stiefel Pakistan) from Stiefel Laboratories, INC (USA).

Subsequent to the acquisition of the entire shareholding of Stiefel Pakistan, M&Z acted for GlaxoSmithKline Pakistan Limited in the merger of Stiefel Pakistan, with and into GlaxoSmithKline Pakistan Limited in accordance with the provisions of the Companies Ordinance, 1984.

Acquisitions of Assets

In addition to M&A deals, M&Z also represents clients in transactions involving acquisition of assets. Following is a representative list of transactions:

Sale of Citibank's Mortgage Portfolio - Citibank

M&Z acted for Citibank in the sale of the entire mortgage portfolio of Citibank Pakistan to Bank Islami Pakistan Limited. The transaction involved intensive structuring and negotiations, as a shariah compliant Islamic bank was purchasing the mortgage portfolio.

Sale of Citibank's Credit Card Portfolio - Habib Bank Limited

M&Z acted for Habib Bank Limited, the acquirer of the entire credit card portfolio of Citibank Pakistan.