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ADP Takes Control of Queen Alia Airport

A team from Khalifeh & Partners including Khaldoun Nazer (Partner), Dina Issa, (Associate) and Mouawyeh Tarawneh (Associate) worked with Clifford Chance LLP (DIFC Office) on the sale of 85.7% of the shares of Airport International Group (AIG), the Concession Holder of Queen Alia International Airport (QAIA). The transaction is valued at approximately USD $530 million. K&P acted for the sellers’ group comprised of Abu Dhabi Investment Company, Noor Financial Investment Company, J&P-Avax S.A., Joannou & Paraskevaides (Overseas) Ltd, and Edgo Investment Holdings Limited, while Freshfields Bruckhaus Deringer LLP and Obeidat Freihat acted for the buyers.

This transaction allows ADP International S.A. to hold approximately 51% of QAIA, and gives it exclusive control of AIG. There are also new co-shareholders in AIG: Paris-based Meridiam Eastern Europe Investments 2 S.A.S and Abu Dhabi-based Mena Airport Holding Ltd, while Edgo retains its co-shareholder status.

In November 2007, under the terms of a 25-year design, build, operate, and transfer (DBOT) concession agreement, AIG became the Jordanian entity responsible for the operation of QAIA. Funding for the project was secured through the International Finance Corporation, the Islamic Development Bank, a syndication of commercial lenders, and shareholder equity. K&P previously acted for a consortium that bid for the project.

The DBOT concession witnessed the rehabilitation of the airport’s facilities, and the construction of a new passenger terminal. Since 2007, it has already increased the capacity of QAIA to host more than 6.2 million passengers, inaugurated a new terminal, and became the second airport in the Middle East to earn the Airport Carbon Accreditation.

ADP’s objectives for the remainder of the concession include strengthening the airport’s route network, improving the quality of service offered to its passengers, enhancing the performance of aeronautical and commercial activities, and ensuring sustainable and social responsible development for the remaining duration of the project.

Khalifeh & Partners is a full-service law firm that offers comprehensive expertise to our clients across many practice areas and jurisdiction, and is ranked “Tier 1” by Chambers and IFLR 1000. Please visit www.khalifehlaw.com for additional information about our practice and lawyers.

The Birth of Ritz-Carlton in Amman

On April 25th 2017, Al Eqbal Real Estate Development and Marriott International announced the expansion of the Ritz-Carlton brand to Amman with the signing of an agreement to establish the Ritz-Carlton hotel and residences at Fifth Circle in Amman.

Luxury development

Expected to be completed in 2020, the Ritz-Carlton Amman will bring new options to guests and residents in the form of luxury suites, restaurants, branded apartments, and a grand ballroom.

The groundbreaking ceremony took place on Thursday, May 18; Prime Minister Hani Mulki laid the foundation stone inaugurating the project.

The project represents a major element of Marriott International’s plans for expansion in the Middle East market. The company currently represents the broadest portfolio of brands in the Middle East and North Africa, and holds a lucrative position in the eyes of consumers in this region. In Jordan alone, Marriott already operates five hotels, and Marriott’s President and Managing Director for Middle East and North Africa, Alex Kyriakidis, estimates that the company is on track to double its portfolio in the region in the next four years. Already in the works are plans to open properties in Tunis, Tunisia; Ras Al Khaimah, United Arab Emirates; Sharm El Sheikh, Egypt; and in the Moroccan cities of Tamuda Bay, Marrakech and Rabat.

Potential for continued economic growth

The Ritz Carlton Amman is anticipated to have a positive impact on the Jordanian economy. Notably, the project is an entirely Jordanian investment. Experts estimate that nearly 2,000 jobs will be created in the course of construction and operations, many of which will go to Jordanian youth.

Emad Al Kilani, CEO of Al Eqbal Real Estate Development, noted that the hotel and residences plan to work with both international and Jordanian architects to capture the “authenticity of Jordanian culture with a modern twist.”

K&P corporate partner Khaldoun Nazer led the team advising Al Eqbal Real Estate Development on all hotel management and residential agreements. He commends both parties for their tireless dedication to bringing the project to life saying, “The fact that Jordan is considered to be an integral part of the growth of the Ritz-Carlton brand in the Middle East, and that they established a close partnership with a prominent Jordanian firm, has exciting implications for future development and growth within the country.”

Khalifeh & Partners has an established track record for its lawyers’ work on large-scale real estate deals and other construction projects.

Amazon Sets Sights on Middle East Expansion

In possibly the largest M&A transaction in the history of the Middle East, Amazon recently acquired Souq.com, the region’s largest online retailer. The acquisition suggests that the Middle East could become a new frontier for online sales.

 

Selling e-commerce to the masses 

Amazon’s move signals a desire by the internet giant to move into the Middle Eastern market, which is relatively untapped. Some estimates suggest that online sales represent only two percent of the current retail market in the region.

Challenges to the expansion of e-commerce in the Middle East include the logistical difficulties of delivery in a region where many areas lack a developed postal system, as well as a retail culture built on existing relationships and face-to-face interaction.

Entrepreneurs and tech firms should watch Amazon and Souq.com closely to understand their strategy of popularizing online retail in the region and adopt similar strategies if those of Amazon and Souq.com prove to be successful.

 

Emerging competition

Despite the relatively nascent nature of e-commerce in the Middle East and North Africa, competition is already building.

Amazon won the bid for Souq.com over Emaar Malls founder Mohamed Alabbar, who reportedly offered $800 million for the company.

Noon, an online retailer owned by Alabbar and backed by Saudi Arabia’s sovereign wealth fund, is expected to move into the market with 20 million products and a 3.5 million square foot warehouse in Dubai.

Alabbar also acquired online marketplace JadoPado and online fashion retailer Namshi in two separate transactions in May.

If current estimates prove correct, the market may be big enough to share: analysts at Standard Chartered predict that online retail in the region will grow 30% annually, and consulting agency AT Kearney expects that the GCC e-commerce market could almost quadruple to reach $20 billion by 2020.

 

Invest, or acquire?

Amazon’s expansion into the Middle East contrasts with its strategy in other developing markets. This includes India, where Amazon has invested billions to grow its presence from the ground up. In comparison to Amazon’s strategy in India, TechCrunch calls the acquisition of Souq.com “a significant move for the U.S. firm to expand in this inorganic manner in order to move in quickly in the Middle East.”

According to reports, Amazon plans to preserve much of Souq’s existing branding, structure, and management as the companies foster their partnership in the region. The Dubai-based Souq.com will bring with it a loyal customer base, experienced team, and a tailored infrastructure for payments and fulfillment, and Amazon recognizes this.

Amazon will also inherit Souq.com’s many solutions to the unique challenges of conducting e-commerce in the region. As Engadget points out, Souq recognized the difficulty of promoting online sales in a region without wide credit card usage. In response, they developed a prepayment card where users top up in retail stores before ordering goods online. Souq also “built a network of local couriers who knows where people live” to address the issue of delivering in areas without a unified logistics platform or system of addresses.

Either of these issues could have proven prohibitive for Amazon’s expansion in the Middle East. However, by recognizing the value of Souq.com’s regional knowledge, Amazon has maximized its potential for growth in the region while simultaneously demonstrating the advantages for international companies seeking partnerships in new markets, acquire regional expertise, and forge local relationships instead of building a new expansion from the ground-up. It remains to be seen if Amazon’s plan to expand e-commerce in the Middle East will be successful, or if consumers will maintain their preference for brick-and-mortar shops.

Khalifeh & Partners specializes in corporate and financial transactions in the Middle East. Our firm has a depth of experience advising on major M&A transactions in the region.