Philip O'Riordan

Full Profile

Phil is a senior M&A and corporate commercial partner who divides his time between UAE and KSA. He has been based in Dubai since 2003 and in that time developed a broad client base encompassing many of the region’s leading corporates along with prominent multi-national companies and SOEs. Phil’s expertise is primarily focussed on corporate structuring and cross-border M&A and JVs in the Middle East region. He has worked on some of the region’s most prominent M&A and JV transactions particularly in the industrial/manufacturing, infrastructure, healthcare, and hospitality sectors.

Phil is consistently ranked as a leading corporate/M&A lawyer by Chambers and Legal 500. In Chambers Global he is described as a “preeminent practitioner” in the region and recognised for “excellent all-round quality service”.

Phil was involved in the establishment of Clyde & Co’s Riyadh office in 2011 and plays an ongoing role in the development of the office. He previously served as the head of the corporate group across our four offices in the Middle East.

Experience

M&A/ECM

• Advising ADX-listed National Marine Dredging Company (NMDC) on its recent merger with National Petroleum Construction Company (NPCC) (which was one of the largest UAE M&A deals of 2020). The combined group creates one of the leading integrated oil & gas and marine services EPC plyers with a footprint across MENA and South Asia.
• Advising Le Blanc International on the sale of its KSA interests to Al Babtain Power and Telecommunications (a company listed on the Tadawul – the Saudi Stock Exchange). The unique deal structure involved a mixture of cash and shares and was described by HSBC Saudi Arabia as a "landmark transaction” involving the first instance of a publicly listed Saudi corporate issuing equity as consideration to a foreign vendor.
• Advising Lamprell plc (listed on the London Stock Exchange) on its USD 366 million acquisition of Oslostock exchange Listed Maritime Industrial Services Co. Ltd Inc – a public company takeover in part funded by a rights issue. Lamprell is a leading provider of specialist engineering services to the oil & gas and renewables industry. The role included advice on the structuring of the transaction, the underwriting, acting on the local aspects of the acquisition and target due diligence.
• Advising Northern Region Cement company in connection with its SAR 900 million IPO on the Tadawul. Clyde & Co was appointed to structure, negotiate and implement this transaction.

Cross-border/regional M&A

• Advising Select Investments on the structuring, funding and subsequent trade sale of Gymnation Limited to JD Sports plc. The company disrupted the fitness sector in the UAE and grew quickly to be the largest gym group by membership in the UAE.
• Advising on the sale of Millennium Offshore Services Superholdings LLC, a leading provider of large-scale offshore jack up accommodation service vessels in the MENA and Asia-Pacific regions. The company is head quartered in the UAE and has operations in Singapore, Australia, Qatar and Egypt.
• Advising Thomson Reuters on the acquisition of the entire issued share capital of Zawya Limited (a leading on-line business intelligence platform in the MENA region). Phil led the team that was appointed to structure, negotiate and implement this transaction. Specialist corporate, TMT, IP and employment issues also had to be considered across several jurisdictions (including UAE, KSA and Lebanon).
• Advising on the sale of Milestone Overseas Holdings Limited (METS). Phil led the team that was appointed to structure, negotiate and implement the transaction in an auction sale process. METS is a leader in oil country tubular goods with operations in the UAE, Oman and Iraq.
• Advising on the sale of Safar Gas and Oil Field Services to TWI. Safar provides specialist products and services to the oil & gas and mining industries across the MENA and Central Asia. A range of cross-border and local structuring issues had to be considered in this complex transaction.

Infrastructure

• Advising a global real estate developer based in the UAE on numerous transactions including: (a) its AED 3 billion (USD 816 million) JV with a prominent Abu Dhabi sovereign owned entity in relation to the development, funding and operation of the Marina Gate Residence project in Dubai Marina; (b) its JV to develop the Peninsula Project, a mixed use project in Business Bay; and (c) its JV with ESIC in relation to the acquisition of a 65,000 sqm plot on Palm Jumeirah and the development of a managed community comprising a luxury hotel and branded residence.
• Advising Emirates on its JV with Whitbread plc, the owner of the Premier Inn brand. Under this complex structure, the JV vehicle was granted rights across the GCC to own and operate Premier Inn Hotels. Phil led the team that was appointed to structure, negotiate and implement this transaction.
• Advising a prominent KSA healthcare provider on its JV in relation to the establishment and operation of IVF clinics in the UAE with a leading UK specialist provider.
• Advising a regional conglomerate, with a healthcare focussed investment platform, on its GCC-wide strategic partnership with a leading European provider of medium and long term physical and psychiatric care. Advising on the roll out of its first Dubai project using Opco/Propco structure.
• Advising various companies from the private sector that are subject to health regulations on the structuring and/or establishment of their operations in the UAE (including the establishment of specialist and general hospitals).

Industrials & manufacturing

• Advising on a JV with a leading international manufacturer/supplier of beverages. The business of the JV was to become the leading marketing and supply company of a portfolio of branded beverages in the UAE, Qatar and Oman in accordance with an approved business plan. Clyde & Co were involved in the structuring and drafting of the JV agreement and various ancillary agreements including distribution agreements and trademark licences.
• Advising SCA (a company listed on the Swedish stock exchange and one of the world’s largest manufacturers/suppliers of branded personal care products and consumer goods) on its JV with Jordan-based Nuqul Group. The deal involved simultaneous acquisition of the branded FemPro business in Egypt, Jordan, KSA and UAE, with due diligence on operations in Bahrain, Comoros Islands, Djibouti, Egypt, Eritrea, Iran, Iraq, Jordan, Kuwait, Lebanon, Oman, Palestine, Qatar, KSA, Somalia, Sudan, UAE and Yemen.
• Advising Cummins Inc. on its JV in the UAE, KSA and Kuwait with a prominent KSA group along with its subsequent sale of 49% of the share capital of COE (a company operating in KSA). Cummins is a Fortune 500 company that manufactures and distributes engines, filtration and power generation products.
• Advising ACWA Holdings on a USD 120 million disposal of 50% of its KSA piping and coatings divisions. This complex transaction included a subsequent JV with Welspun (a USD 3 billion group listed on BSE and NSE). ACWA is the largest private provider of water in KSA.