Mergers and Acquisitions

PJS Law's is one of the country’s leading law firms in the field of M&A. In the last few years, the M&A group has gained considerable ground in establishing a solid position in the Philippine legal industry by acting for both the buyer and seller sides of various transactions. The Firm prides itself with consistent quality work with focus on delivering thorough documentation and comprehensive analysis of issues regardless of the simplicity or complexity of the transaction at hand. Our recent transactions include:

    Cross Border M&A
    Joint Ventures
    Equity Investment & Divestments

    Domestic M&A
    Privatization
    Acquisition of Non-Performing Assets






Cross Border M&A

  • Successfully assisted Incofin Investment Management and responsAbility Social Investments AG in the acquisition of 40% equity of Electronic Network Cash Tellers Inc. (EnCash), a non-bank independent deployer of automated teller machines (ATM). The capital infusion will provide EnCash with enough liquidity to provide and improve financial services to small entrepreneurs in rural communities by deploying ATMs in remote areas.
  • Assisted a US software corporation in the acquisition of shares in a Philippine corporation that is in the Business Process Outsourcing (BPO) industry.
  • Assisted in the completion of the purchase by Terra Firma of EMI records globally, that involves compliance with local transfer of the Philippine entity in compliance with the share purchase agreement.
  • Acted as counsel for a US manufacturing corporation in a share acquisition of a Philippine manufacturing company of automotive products located in an Economic Zone area.
  • Recently acted as Philippine counsel to EGCO (a Thai power company) in respect of its acquisition of the 26% equity of Covanta Energy in Quezon Power Partners, Ltd., the company operating the 460MW coal-fired thermal power plant in Mauban, Quezon, Philippines.
  • Acted as counsel for the Sellers in the acquisition by Crew Gold (a U.K. registered and listed company) of the majority shares of publicly listed Apex Mining Corporation with a transaction size is in excess of PHP 300 Million. Work involved drafting and negotiation of Sale documents, overseeing of the Tender Offer process to minority shareholders, disclosure and registration with the PSE and the SEC, and preparation of documents and approvals and assistance at Board Meetings and Shareholders Meetings for all required approvals.
  • Acted as local legal counsel to an off-shore publicly listed company in its proposed investment in a local mining company.
  • Advised client on the tax efficient options for reorganization and assisted in the preparation of the merger documents, which is a result of ongoing requirements of the corporate shareholder of the Client, a publicly listed company in India.

Domestic M&A

  • Advised Aboitiz Power Corporation, through its subsidiary Therma Mobile, Inc., on the acquisition of four (4) power barges from Duracom Mobile Power Corporation (DMPC) and East Asia Diesel Power Corporation (EADPC) with a total capacity of 242MW.
  • Acted as counsel for the Sellers in the acquisition of by ChinaBank (a publicly listed Commercial Bank) of 88% of the outstanding capital stock of The Manila Banking Corporation with an acquisition value of PHP 2 Billion. Work involved drafting and negotiation of sale documents, registration and disclosure with the Securities and Exchange Commission (“SEC”) and the Philippine Stock Exchange (“PSE”), overseeing the Tender Offer process to minority shareholders and preparation of documents and approvals and assistance at Board Meetings and Shareholder Meetings for all required approvals.
  • Currently acting as transaction counsel to an international REIT in the structuring of an investment involving the acquisition of land for the purpose of establishing and operating serviced apartments.
  • Acted as counsel to a Japanese corporation in its joint venture agreement with a Philippine corporation for the development of solar power projects in the Philippines.

Joint Ventures

  • Advised SN Aboitiz Power, Inc., a joint venture between SN Power of Norway and the Philippines’ Aboitiz Power Corporation, and providing assistance to its project companies operating the Magat Hydro-Electric Power Plant and the Ambuklao-Binga Hydro-Electric Power Plants. Work includes assistance in negotiating and drafting power sales agreements, transmission contracts, ancillary services agreements and WESM-related transactions, including providing representation with the Energy Regulatory Commission for the approval of supply agreements.
  • Advised AC Energy Holdings, Inc. (formerly Michigan Power Inc.), a wholly owned energy unit of Ayala Corporation (Ayala Corp), on the due diligence review of its Joint Venture Agreement (JVA) with Trans-Asia Oil and Energy Development Corporation (TA Oil) in the development of a 135MW coal-fired thermal power plant in Calaca, Batangas.
  • Successfully assisted Steag State Power Inc., a joint venture company of Evonik Steag GmbH, Aboitiz Power Corporation and La Filipina UyGonco Corporation, in the negotiation and financial close of its US$80 Million refinancing for its 232MW coal fired power plant located on the island of Mindanao, Philippines.

Privatizations

  • Acts as counsel to Therma Luzon Inc., a subsidiary of the Aboitiz Power Corporation, the first appointed independent power producer administrator (IPPA). We assisted client in its successful bid for the selection of IPPA for the management of the 700-MW Pagbilao coal-fired power facility in Quezon currently owned by the National Power Corporation in a public bidding process undertaken by the Power Sector Asset and Liabilities Management Corporation’s (PSALM). The contract was awarded by PSALM to Therma Luzon for its bid of USD691 million on 4 September 2009 and the transaction closed after only a month, on 1 October 2009.
  • Advised a publicly listed company in conducting a legal due diligence in relation to the privatization of PNOC-Energy Development Corporation. Work included reviewing pertinent tax laws and regulations in relation to steam and electricity sales, as well rules applicable to capitalization and financing structures.

Acquisition of Non-Performing Assets

  • Acted as counsel to Morgan Stanley in its acquisition of a portfolio of non-performing loans from the Bank of the Philippine Islands as well as the eventual sale of the portfolio to Lehman Brothers.
  • Acted as counsel to Deutsche Bank and Bank of America in its acquisition of portfolios of non-performing loans and assets from universal and commercial banks in the Philippines.
  • Counsel to an international hedge fund in its purchase of a distressed Philippine company engaged in the business of biofuel and oleochemical production non-performing loans.

























Acquisition International M&A Awards