Mergers and Acquisitions / Privatization

With a series of major domestic and multi-jurisdictional transactions completed in recent years, the Firm's mergers and acquisitions ("M&A") practice has impressed both local and foreign clients, and is now highly-recognized in the international legal community.

The Firm's more recent major transaction involved one of the largest M&A deals in Asia. In this deal, the Firm represented the consortium of Tokyo Electric Power Corporation and Marubeni Corporation in their acquisition of the shares of Mirant Asia-Pacific Limited ("MAPL"), which has interests in 3 power generation facilities in the Philippines, namely (i) Mirant Sual Corporation, the owner of the 1,218MW coal-fired Sual generation facility, (ii) Mirant Pagbilao Corporation, the owner of the 735MW coal-fired Pagbilao generation facility, and (iii) the 1,251MW natural gas-fired Ilijan generation facility. The acquisition of MAPL involved a transaction amount of approximately US$3.4 billion. The Firm received praise from both clients and colleagues for its excellent work in structuring all aspects of the transaction with foreign counsel. The financing for this 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".

Other recent notable M&A deals of the Firm include (i) a bid by First Gen Corporation to acquire an equity interest in the largest energy generating facility in Mindanao, Philippines, and (ii) the divestment by Mirant (Philippines) Corporation of its equity interests in Mirant Global Corporation.

The Firm has experience in coordinating cross-border transactions and working seamlessly with foreign lawyers in such transactions. The Firm's M&A practice involves the following legal services:

     

  • Structuring investments, partnerships and divestitures;
  • Negotiating, drafting and closing the various agreements and other documents pertinent to the transaction;
  • Addressing regulatory requirements and, for this purpose, liaising with relevant Philippine regulatory agencies;
  • Conducting legal due diligence; and
  • Providing advice on tax-efficient post-acquisition structuring and post-divestiture reorganization, and other legal and tax-related issues.

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In this connection, the Firm also has experience in the privatization of government assets and has advised clients on the privatization process, and the bidding requirements and restrictions. The Firm's involvement covers all aspects of privatization, from due diligence, financing, bidding, negotiating with government agencies to restructuring of the privatized companies.

The lead partners for the Firm's mergers and acquisitions and privatization practices are Mr. Regis V. Puno, Mr. Roderico V. Puno, Ms. Helena R. Calo, Mr. Julito R. Sarmiento, Ms. Ma. Elizabeth Peralta-Loriega and Mr. Jonathan P. Serrano.