Specialty areas
- Mergers and Acquisitions
- Capital Markets
- Projects
- Corporate Law
- Non-Governmental Organizations
- Tax law
Education
- A maîtrise from the faculty of law of Paris Panthéon-Sorbonne and an L.L.B. from Cairo University and.
- LL.M. in International and European Commercial Law from the faculty of law of Paris Panthéon-Sorbonne.
Languages
Arabic, French, and English
General Experience
Omar is a member of the Egyptian Bar Association since 2009 and started his career as a dispute resolution lawyer before switching over to the corporate and transaction department, giving him a well-rounded approach to the legal profession. Since then, Omar has deepened his expertise in almost all corporate commercial practices and has worked on several pathfinder and premium deals and projects on local, regional and cross border levels.
Omar has advised major regional and international clients spanning most industry sectors and has also worked alongside several globally renowned international law firms on numerous transactions.
Highlighted Experience
With diversified expertise and a holistic approach to legal practice, Omar was able to assist with and take the lead on several deals and projects in different areas of practice. The following are the highlights of such deals and projects:
Mergers and Acquisitions
- Project Armstrong
Omar has assisted Global Telecom Holding (one of Egypt’s most prominent telecom companies with assets in several jurisdictions) with a USD 2.643 billion sale with the Algerian National Investment Fund, for the transfer of a 51% share in Orascom Telecom Algérie (OTA), the leading Algerian mobile telephone operator. The transaction was extremely complex and involved a number of different jurisdictions and stakeholders from across the globe. Negotiating the deal successfully took 2 years and involved a number of side agreements and the amicable resolution of a high value arbitration case. In terms of value, this is the largest M&A deal conducted to date on an Algerian company.
- Project Charlotte
Omar lead the team, which assisted Standard Chartered Private Equity in their proposed minority investment (approx. 23%) in a leading producer of tissue and hygiene products in the MENA region with significant assets in Egypt.
- Project Delta
Omar was a key member of the team acting for Zhenhua Oil in its acquisition of Vegas Oil (the owner of various upstream oil and gas assets in Egypt) for a value of over USD 700 million. Vinson & Elkins LLP acted as lead counsel and Shalakany as Egyptian counsel. Omar conducted numerous discussions with the Egyptian regulators and to ensure this coincided with the regulatory requirements of the various other jurisdictions relevant to the transaction.
- Project Cream
Omar lead a team that assisted Engie's with the acquisition by to Neptune Oil & Gas of a majority stake in Engie's (ENGIE.PA) exploration and production business for USD 3.9 billion. The acquisition included the transfer of two onshore concession agreements. Shalakany assisted Engie as the sole sell side legal advisor for all Egyptian assets on this transaction, which is one of the largest global acquisitions in the Oil & Gas sector in 2017 and marks the latest entry of private equity backed firms in the international energy sector.
- Sealed Air
Omar leads the team that assists Sealed Air Corporation with the sale of its Diversey Care division and the food hygiene and cleaning business within its Food Care division (including four Egyptian subsidiaries) to Bain Capital Private Equity, a leading global private investment firm, for approximately USD 3.2 billion.
- Project Sphynx
Omar was a key member of the team which acted as the lead counsel for Japan Tobacco International, one of the biggest Tobacco producers worldwide, in the acquisition of the Nakhla Group of Companies, one of the leading waterpipe tobacco businesses in Egypt, in a multi-million dollar deal.
- Project Ramses
Omar lead the team which acted on behalf of Integrated Pharma Solutions (one of the major pharma players in the region) and other minority sellers for the sale of an Egyptian pharma company (Meivo International) to a prominent Saudi pharma company. This deal included more than 30 sellers, which prompted the team to unify the Share Purchase Agreements and include a number of provisions to comprehend the details of the deal to make it attractive to all sellers involved. This involved significant client education. Additionally, the deal structure was highly complicated, as it involved buying both debt (to be converted into equity) and equity. A preferential sale price structure was implemented for some of the sellers, which impacted the overall structure of the deal. This deal also involved a tax structure, which added to the complexity.
- Project River
Omar was part of the team that acted for Verizon Communications Inc in its acquisition of 45% of Verizon Wireless from Vodafone Group PLC for a value of USD 130 billion. Macfarlanes acted as lead council and Shalakany as Egyptian council.
Capital Markets
- Project Nightjar
Omar was leading the team that acted as lead counsel for Veon on its very successful submission of a mandatory tender offer which resulted in Veon holding approximately 99% of Global Telecom Holding total outstanding equity. EGP with a value of EGP 9.7 billion (equivalent to approximately USD 600 million). Shalakany also represented Global Telecom Holding in the related tax settlement between Global Telecom Holding and the Egyptian Tax Authority for the settlement of all historical taxes up to 31 December 2018 for a total value of USD 136 million. The deal went on to secure the “Telecom M&A Deal of the Year for Emerging Markets” during the TMT M&A Awards 2019.
- Project Skyline
Omar was a crucial part of the team that represented the Emaar Group on the IPO of Emaar Misr. This IPO is one of the largest IPOs undertaken in Egypt over the past 7 years, whereby a number of restructuring steps were required to prepare the company for the IPO under a very challenging timetable and intense coordination with the parent company, Emaar Properties UAE. The intricacy of the project and the structure of Emaar Egypt and its integration with Emaar Group required intensive work mechanisms with other parties throughout the process.
- Project Tahady
Omar was part of the team, which advised Global Telecom Holding and VimpelCom in issuing bonds from its wholly owned subsidiary. This deal spans three jurisdictions, making it a complicated cross-border transaction. Additionally, the legal team needed to accommodate for various listing and compliance regulations across a number of jurisdictions.
- Project ABUK
Omar is leading the team acting as sole local legal counsel of the Selling Shareholders (Governmental agencies and state-owned companies) for the offering of a significant percentage of the shares of Abu Qir for Fertilizers and Chemical Industries on EGX. This deal is part of the Egyptian Government's economic reform program, which targets offering stakes in state-owned companies on the Egyptian Stock Exchange (EGX). The Egyptian government set forth a separate framework for such offerings, which required our teams to be highly proactive in adapting to such new regulations and to proceed with the needed client education to prepare the company and the clients for the same.
- OTH hostile takeover
Omar took a leading role in the team representing Orascom Telecom Holding SAE, the target of a mandatory tender offer deposited by Baskindale Ltd. (a wholly owned subsidiary of Altimo Holdings & Investments Limited) for the purchase of all the shares of the target for approximately USD 3.7 billion. The team managed to successfully defend the client against the hostile takeover, which was ultimately unsuccessful.
- Share buyback and GDR delisting
Omar lead the team which advised Veon (formerly Vimpelcom) with Global Telecom Holding’s share buyback as a preliminary step to delisting its GDRs. Share buybacks are relatively new for the Egyptian market with very few precedent transactions. This deal was specifically innovative for two reasons: (i) fitting the share buyback in larger steps and time plan for the majority shareholder with regards to Global Telecom Holding; and (ii) as the buyback were to be offered to GDR holders, the US and UK legal requirements had to be taken into consideration and several discussions with Egyptian regulators had to take place to ensure compliance with the requirements of different jurisdictions.
- Trading T-Bills and T-Bonds
Omar provided legal advice to several international investors and financial institutions including D.E Shaw Group, Goldman Sachs International and Northern Trust in relation to trading Egyptian treasury bills and bonds.
Projects
- Ayoun Moussa
Omar is acting as local counsel for EEHC in realizing the project and drafting of all project documents. This project is the first coal-fired IPP ever to be implemented in Egypt. As such, intensive negotiations at a high-level were required with all the concerned parties to set precedent with the drafting of documentation in order to allow subsequent projects of a similar nature to run smoothly.
- Dairut CCGT IPP Project
Omar is acting as local counsel for EEHC in realizing the project and drafting of all project documents. This project represents the first gas-fired IPP Greenfield project in Egypt since the late 1990s. A number of structural challenges needed to be addressed and negotiations were intensive on a number of commercial and legal issues.
- Advising on the transformation of EETC into a transmission system operator
Omar is currently advising the Egyptian Electricity Transmission Company on its transition to becoming an independent transmission company and shifting the Egyptian electricity sector from a regulated to a competitive market. This project is a world bank funded project.
- New Capital Project
Omar was a key member of the team working for the establishment of a new administrative capital for Egypt. The New Capital Project is a unique project that was successfully signed during the recent Egypt Economic Development Conference. Negotiating a deal of this magnitude took many months and involved the principals of both states (Egypt and the UAE) directly.
- Aggreko
Omar is leading the team acting for Aggreko as co-sponsor for a JV that will deploy mobile power generation and temperature solutions in Egypt and across the Middle East and Africa. This project is a pathfinder project, the first mobile power generation project to ever be implemented in Egypt.
- Feed-in Tariff Regime
Omar has acted for a number of sponsors on several 50 MW solar PV projects under Egypt’s Feed in Tariff scheme which were unsuccessful due to some structural issues. Omar’s clients included Alcazar Energy and Saudi Oger.
Publications
Omar’s publications include the following:
- For more than 5 years, Omar has been a contributor to the IFC’s and World Bank’s Doing Business publication. Omar has assisted in several sections of the publication including setting up a commercial entity, minority shareholders’ protections and taxes.
- Omar co-authored the Egypt Chapter of the Technology, Media and Telecommunications Review (Fourth Edition) issued by the Law Business Research.