Interview with Zulficar & Partners’ Anwar Zeidan

On the sidelines of the EnterpriseAM AI Forum, we spoke with Anwar Zeidan, founding partner and head of capital markets at Zulficar & Partners, a leading international corporate law firm that handles many of the country’s large M&A’s and capital market transactions. Zeidan gave us insights into factors that impact transactions, the shift toward public listings, and the current landscape for IPOs and M&As.

EnterpriseAM: You see deals that never reach the market. What's the most common reason a transaction falls apart before anyone hears about it?

AZ: Commercial reasons, rather than legal ones, are the primary drivers when transactions are not completed. Common hurdles include a failure to agree on commercial terms, refusal to provide specific warranties, and disagreements regarding price adjustments following due diligence results.

EnterpriseAM: What do foreign buyers insist on in an Egyptian share purchase agreement that local buyers don't?

AZ: They normally ask for the use of foreign governing laws, which Egyptian sellers may not be familiar with. This can also increase transaction costs due to the appointment of lawyers in foreign jurisdictions.

EnterpriseAM: When a client asks whether to list or sell, what usually decides it?

AZ: This depends on the targets that they want to achieve. But companies often view listing as a black box, which requires advisors to educate clients on its benefits, including recent government-introduced tax incentives. Once those benefits are explained, clients often choose to list. However there are still those that choose the easy way and go for an M&A. We have however observed a shift toward listing vs. M&As in the last six months.

EnterpriseAM: Which part of the listing and disclosure regime causes clients the most difficulty in practice?

AZ: Education regarding governance and disclosure requirements is critical, as companies must realize these are not merely burdens but essential components of the process. Ongoing disclosure is dynamic and demands a strong, experienced legal and technical team to manage and decide when and how to disclose, making it a more complex task than the initial listing process itself.

EnterpriseAM: What's changed in the Financial Regulatory Authority’s (FRA) approach to approvals over the last two years?

AZ: The FRA has shown increased flexibility, speed, and a better understanding of company needs over the last two years.

EnterpriseAM: What do clients come to you about now that they weren't asking a year ago?

AZ: They are more interested in exploring a listing in view of the new tax benefits that were introduced by the government and this is very good news for us. I just returned from London and global investor appetite for Egypt is currently very high, with a noticeably improved international perception of the country, so we are very optimistic. Delays in financial reporting, often stemming from subsidiaries, remain a challenge for the holding company that is listed, though advisors can help companies prepare internally to meet these requirements on time.

We have several IPOs and M&As in the pipeline. The market is active with many transactions across various sectors, particularly financial services.There are currently three IPOs in the pipeline, with discussions ongoing for three additional ones, marking significant progress for the year ahead.