Commercial, corporate and M&A in Malta

Camilleri Preziosi

Corporate finance and M&A expert Louis de Gabriele heads the team at Camilleri Preziosi, and leads on matters with Donald Vella. Recent work includes negotiating and drafting various share purchase agreements – from both the shareholder side and purchaser side – along with all associated legal regulatory concerns. Of particular note was its assistance, as local counsel, with Cinven Capital Management (IV) General Partner Ltd's acquisition of Partner in Pet Food, which included handling a due diligence exercise and the and termination of Malta share pledge agreements. Other work includes advising on the drafting of asset purchases and the acquisition of share warrants.

Practice head(s):

Louis de Gabriele

Key clients

Bank of Valletta plc

Work highlights

  • Advising a prospective buyer of 49% of Maltese Lombard Bank plc on negotiations and drafting of the share purchase agreement.
  • Advising an online gambling company on a commercial agreement with Kambi Group plc relating to a €7.5m convertible bond.
  • Assisting CMS Cameron McKenna Nabarro Olswang LLP (as counsel to the purchaser) with Cinven Capital Management (VI) General Partner Limited’s acquisition of Partner in Pet Food.

Fenech & Fenech Advocates

Fenech & Fenech Advocates' practice, which has 'very good knowledge' across the commercial and corporate space, is headed by 'excellent professionalNicholai Vella Falzon, who has 'great experience in corporate law'. Recent work includes negotiating shareholders' agreements, assisting with new corporate set-ups and establishment of services in Malta, as well as due diligence proceedings. Antonio Ghio provides corporate and regulatory advice in the IT and gaming sectors, while the wider team is also experienced in handling big-ticket acquisitions and international restructurings.

Practice head(s):

Nicholai Vella Falzon

Testimonials

Management is very experienced in a wide variety of legal matters. We mainly seek advice on corporate issues which they have very good knowledge of and expertise in.’

Nicholai Vella Falzon is an excellent attorney, great experience in corporate law. His advice is always accurate and comprehensive. He is always available for the company and willing to resolve any issue that may arise. He is an excellent professional.’

Highly knowledgeable. Both academically as well as in practice. Clearly they have been involved in a large number of significant transactions and represent a number of large clients which allows them to provide advice hinging on that experience.’

Ability to advise in a practical manner.’

Their ability to grasp issues in relation to cross-border transactions was phenomenal. Further, their turn around time was exemplary.’

Josie Anne Brimmer: was available at short notice and provided simple, pragmatic advice.’

Expertise in IT legal and contractual matters.’

Antonio Ghio for his expertise in IT legal and contractual matters.’

Key clients

Argus Group

Aercap Ireland Limited

GE Capital Aviation Services (GECAS)

Win Systems

Veon Group

Malta Public Transport

VistaJet Group

Gaming Innovation Group

MSV Life plc

Tain Betting Limited

Ganado Advocates

The team at Ganado Advocates is highlighted for its 'attention to detail and availability to work to very tight schedules'. Work ranges from corporate re-organisations and joint venture negotiations to cross-border mergers, liquidations and due diligence projects. Senior partner Stephen Attard provides 'clear recommendations', while Simon Schembri is 'a very responsive and time-efficient lawyer' ,who provides 'straight to the point, attentive advice'. Adrian Gabarretta, Nikolai Muscat Farrugia and Christine Cassar Naudi are names of note, with experience in high-value corporate acquisitions and private equity structures and funds.

Testimonials

Ganado’s attentiveness to detail and availability to work on very tight schedules, while allowing for a comprehensive and straight to the point advice.’

Simon Schembri from Ganado is a very responsive and time-efficient lawyer that provides the correct and on the spot advice to clients in search of a straight to the point, attentive advice.’

Stephen Attard: reliable in-depth tax analyses, very responsive, clear recommendations, great value added for our clients with connections to Malta.’

The team knows what they are saying and doing and it gives you an extra level of comfort when discussing with the other parties when it comes to an M&A.’

Simon Schembri in particular has expertise in corporate and M&A and having him in the team gives that extra element of comfort.’

Quick and effective service.’

Stephen Attard was very communicative and provided excellent service.’

Mamo TCV Advocates

Mamo TCV Advocates provides 'clear, practical and pragmatic advice', making the firm 'second-to-none' in Malta, according to one client. Team head Andrew Muscat provides 'very logical and well-explained advice' and is known for his 'consistent professionalism'. Highlights included advising on a re-domiciliation for Caversham Insurance (Malta) Limited regarding a securities release, a corporate restructuring of companies within an electronics group's existing framework, and a regulated entity's capital restructuring following a cross-border merger  Richard Camilleri stands out for his 'well-researched, solution-driven advice' and the 'diligent' Michael Psaila 'ensures all needs are met'. Other areas of activity include advising domestic and international clients on corporate governance matters, as well as on asset finance.

Practice head(s):

Andrew Muscat

Testimonials

Mamo TCV Advocates is particularly strong in the commercial, corporate law and M&A field. Its key capability is giving clear, practical and pragmatic advice.’

Profs. Andrew Muscat is well known in Malta for his deep knowledge of Maltese corporate law, with his book on the subject being an authority in the field. This profound knowledge is translated into very logical and well-explained advice. Dr. Richard Camilleri is very well respected in the commercial law field. He is known for his well researched, solution driven and pragmatic advice.

We enjoy working with Mamo TCV Advocates because the firm had a great capability of understanding our issues and ensuring that these move forward with the required urgency and commitment.’

In the last months we have worked with Michael Psaila, who is a Managing Partner and ensures all our needs are met by the right people within the firm.’

Results obtained. Long-standing relationship. Timely response/feedback whenever requested as well as solid inter personal relationships developed over the years based on trust.’

Profs Andrew Muscat – consistent professionalism ,Dr Stephen Muscat – consistent professionalism.

Knowledge; commitment; dedication; energy.’

Approach issues with efficiency and flexibility.’

Edmond Zammit Laferla and Michael Psaila both diligent reachable and exactly understand what you need.

To my view the strength in Mamo TCV Advocates resides with its partners and their professional attitude in all they do, each and every time.’

The legal expertise and the depth of experience enjoyed by the partners I work with makes them stand out. I find that Prof Andrew Muscat in particular and his team are second to none.’

Key clients

HSBC Bank (Malta) plc

Go plc

BMIT Technologies plc

Lawrence Connell as administrator of Pilatus Bank plc

Simonds Farsons Cisk plc

Trident Estates plc

Malta Properties plc

Tigne Mall plc

Midi plc

APS Bank plc

Work highlights

  • Advising Caversham Insurance (Malta) Limited on its redomiciliation to Gibraltar, including on the release of securities registered in Malta.
  • Acting for an electronics company producing audio equipment in a corporate restructuring of the Maltese companies within the existing group framework.
  • Advising a licenced financial services provider in Malta on a capital restructuring following a cross-border merger to another EU jurisdiction.

Chetcuti Cauchi Advocates

Chetcuti Cauchi Advocates' team stands out for its 'expert knowledge' along with 'good commercial nous', and is further praised for its 'diligence and energy'. It acts for a broad spread of clients, including those from the wholesale manufacturing, IT and gaming industries. Highlights included advising on corporate restructurings for AltInvest Ltd and Stakers Ltd; acting for General Supreme Ltd in negotiations to develop and establish worldwide business ventures; providing ongoing business support to Accreda Limited and Arcus Management Ltd; and assisting a global real estate company with the execution and ratification of cross-border transactions for a property portfolio refinancing. Priscilla Mifsud ParkerCharlene Mifsud and Steve Muscat Azzopardi jointly head the team.

Testimonials

I worked alongside CC on a new financing transaction for a mutual client, with CC being responsible for the Maltese law elements of the transaction. CC showed good commercial nous in their review of the English law finance documents that pertained to the Maltese company. They also displayed an expert knowledge of the requirements and processes of the Maltese company’s registry, as filings with, and documentation from, the registry became a critical path item for completion of the transaction.’

I was impressed with the diligence and energy of the CC team – they were tenacious in chasing down all outstanding items on the Maltese side of the transaction, and kept in close contact with me and our mutual client at all stages of the transaction. They ascribed a large team to the transaction, which ensured that someone was always contactable, whether by email or phone. Dr Christine Sammut and Dr Dario Azzopardi were the standout team members.’

Key clients

GRS Holding Ltd

AltInvest Ltd

General Supreme Ltd

Camel Brand Co. Ltd

Stakers Ltd

Accreda Limited

Arcus Management Ltd

Global Real Estate Company

Bleu Digital Enterprises Ltd

Work highlights

  • Assisting with the execution and ratification of cross-border transactions for the refinancing of a global real estate company’s property portfolio.
  • Advising AltInvest Ltd and Stakers Ltd on the corporate restructuring of their group business operations.
  • Assisting Accredia Limited and Arcus Management Ltd with ongoing business operations.

GTG Advocates

The 'knowledgeable, available and flexible' team at GTG Advocates provides wide-ranging advice, from structure or company establishment and ongoing assistance, to mergers and acquisitions. Highlights included obtaining competition clearance from the Malta Competition and Consumer Affairs Authority for Centerbridge Partners LP's acquisition of an IBM software product portfolio; assisting with the corporate restructuring of RS2 Software plc; and negotiating an agreement to co-ordinate the Maltese telecoms infrastructure. Key names include: Ivan Gatt, who is 'always available' for commercial law and corporate governance matters; Robert Tufigno, who specialises in commercial matters related to shipping; and Reuben Portanier, who provides gaming expertise. Ian Gauci was promoted to managing partner in May 2019.

Testimonials

Knowledgeable, available and flexible.’

Dr Ivan Gatt is always available in particular when quick urgent advice is required.’

Key clients

Centerbridge Partners LP

RS2 Software plc

Bank of Valletta Plc

Corner Banca SA

Boatcare Trading Limited

International Law Firm (UK Office)

Go plc

BMIT plc

Work highlights

  • Advising Centerbridge Partners LP on obtaining competition clearance from the Malta Competition and Consumer Affairs Authority, for an acquisition of a portfolio of software products from IBM.
  • Assisting with the corporate restructuring exercise of a Maltese publicly listed entity.
  • Acting for a mobile-enabled peer-to-peer poker platform on obtaining gaming licenses in Malta and Sweden, and also advising on a UK gaming licence and providing assistance with commercial matters in Latin America.

GVZH Advocates

The 'highly professional' GVZH Advocates practice is 'one-stop shop' for corporate, commercial and M&A matters in Malta. Headed by managing partner Andrew Zammit, Kurt Hyzler and Luca Vella, who is noted for his 'dedication, availability and market knowledge', the team has an international reach in cross-border and Malta-regulated transactions. Its recent workload includes handling a due diligence exercise for Corsair Investments LP regarding two Maltese entities and a change of control application made with the Malta Financial Services Authority (MFSA); assisting Corel Corporation with the transfer of assets between two Maltese parties; and advising on a new incorporation to become part of the O’Flaherty Group.

Testimonials

One-stop shop type of firm, with a team of specialist advocates from diverse backgrounds.’

Luca Vella – dedication and availability; market knowledge.’

A highly professional team, with team members who keep each other updated in a way that it does not matter with whom I am communicating – all team members would be aware on what is going on. The team consistently delivers a top quality service; at reasonable prices. With the support of GVZH, I feel that my mind is at rest and I can concentrate on my own tasks.’

Highly professional team members across the whole team, with fast response times.’

Key clients

Corsair Investments, L.P.

Corel Corporation

OPAP SA

DNXCorp SE (listed on Euronext Paris) and SysCapital Limited

GoTo Car Sharing

O’Flaherty (MML Holding)

Insomnia Coffee

ATW Fund Partners

CVC Advisers Company (Luxembourg) S.à r.l

Lockton Companies LLP

Actavis/Teva

Work highlights

  • Handling a due diligence exercise for Corsair Investments LP regarding two Maltese entities and a change of control application made with the Malta Financial Services Authority.
  • Advising Corel Corporation on the transfer of assets between two Maltese entities.
  • Assisting O’Flaherty (MML Holdings Limited) with the incorporation of a Maltese entity to form part of the O’Flaherty Group of Companies.

WH Partners

WH Partners has its 'finger on the pulse' and 'an unrivalled expertise in Malta with regards to gambling, social gaming and emerging technologies'. James Scicluna is 'a very experienced commercial and gaming specialist' who is 'solution oriented'; he jointly heads the team with Ruth Galea. while Olga Finkel 'remains a go-to person for several listed companies based in Malta'. Recently, the firm has acted for TCB Holdings Limited and its shareholders on the acquisition of OPAP; advised an international gaming group on the corporate reorganisation of its Maltese companies; and assisted live casino provider Evolution Gaming with the acquisition of Ezugi, a live dealer gaming outlet. Robert Zammit and Joseph F Borg 'both know their stuff' on commercial and regulatory matters.

Practice head(s):

James Scicluna, Ruth Galea

Testimonials

Always regard WH Partners as a firm with their finger on the pulse in terms of gaming/corporate and commercial activity in Malta. Highly-skilled and able lawyers/very user-friendly/pragmatic advice which is key in our opinion. We use them as first port of call pretty much always, unless conflict situation.’

James Scicluna is a very able and experienced commercial and gaming specialist with a broad M&A practice. One of the top lawyers in Malta. Olga Finkel remains a go-to person for several listed companies based in Malta on pretty much anything complex that needs solving – highly creative. Ruth Zammit (partner), Robert Skalina (consultant), Rachel Vella and Martin Katunar (associate) all deserve a mention; they are good practitioners and work well with the key team of James and Olga. Kelly Fenech and Gaby Zammit (both senior associates) also deserve a mention for financial services regulatory work.’

The understanding of the gambling industry, also beyond national borders, as well as the years of experience in the field of gambling law and the international networks of the law firm reflects its special value.’

Olga Finkel: great skills in co-ordinating solid advice, understands leadership demands and the necessity of strategic device. James Scicluna: goes into the details thoroughly, weighing all important issues on the basis of sound legal expertise. James has an in-depth understanding of problems and navigates through the various solution scenarios to achieve the best possible result. He is recognised for his international experience and high level of sophistication.’

Very professional and diligent. Easy to reach and to talk to.

Lawyers of WH Partners know how to adapt to different work environments and requests.’

“One stop shop” for our legal needs very updated with industry changes providing practical answers and interpretations, rather than just quoting the law familiar with the gaming sector.’

We work principally with WH Partners in the gambling sector on a variety of corporate, commercial and regulatory arrangements. The team has unrivalled expertise in Malta with regard to gambling, social gaming and emerging technologies. They bring their in-depth gambling regulatory knowledge to the fore, and the advice is practical and based on deep experience. They have an ability to deliver solutions to Maltese legal and regulatory issues within these sectors which marks them out from the competition.’

James Scicluna is solution-oriented and you can rely on him to get you where you need to be on a deal. He is well supported on corporate transactions by Robert Skalina who is diligent and has a no-fuss approach. On regulatory and commercial matters, Robert Zammit and Joe Borg both know their stuff.’

Key clients

Stars Group Inc.

Interwetten Limited

Innovation Financial Services PLC

Betclic Group

Quantum Properties Limited

Cherry Group

Evolution Gaming

APS Bank

Entercash

Betsson

Eaton & Co

Yggdrasil

Work highlights

  • Acting for TCB Holdings Limited and its shareholders on the acquisition of Opap.
  • Advising an international gaming group on the corporate reorganisation of its Maltese companies.
  • Assisted live casino provider Evolution Gaming with the acquisition of Ezugi, a live dealer gaming outlet.

David Zahra & Associates Advocates

David Zahra & Associates Advocates provides 'a very professional but very personalised' level of service across its commercial and corporate practice. The 'wide range of expertise' on offer 'is a big strength' in the setting-up of corporate structures, drafting share purchase agreements and corporate family succession planning. Founding and managing partner David Zahra leads on all cases; highlights included handling the formation of an entirely new Maltese company providing investment services to European clients for Atlington Capital Management Limited. Senior associate Krista Ellul is another name of note.

Practice head(s):

David Zahra

Testimonials

All the colleagues of Mr Zahra were informed about our file. This means that even during the absence of Mr Zahra, our file has been treated.’

Quality of the work. Deep research and studies. Reactivity.’

The team is very professional but yet very personalised and understand our business requirements easily.

We have an excellent relationship with Dr Krista Ellul, who has been involved in most of our legal requirements for the last 3 or 4 years. Again Krista understands our business with ease and makes the relationship more fluid.’

Its experience despite the size, makes it very handy. Also the wide range of expertise is a big strength. You never get no for an answer.

Always available and punctual. Fast responses to questions and good understanding of what a client needs and when!

Dynamic, close to the client, good understanding of the issues and highly responsive.’

David Zahra, Krista Ellul and Gianluca Busuttil put a lot of efforts in their work to make sure that the requests of their clients are well taken care of. There is a dedicated follow-up that is very personalised.

Promptness and efficiency at competitive rates.’

Commitment and knowledge.’

Key clients

C. Fino + Sons Limited

Forestals Group

Eden Leisure Group

Atlington Capital Management Limited

Rhinoceros Group

BDI Limited (Brookfield Drinks)

Heliconia Group

ReaQta Limited

Oceanwood Europe

Robert Arrigo & Sons

One One O Developments

Star Image Limited

BT Commercial Limited

Mersenne Group

Work highlights

  • Acting for Oceanwood Special Situations Malta Limited on the drafting of revolving credit facility agreements concerning the acquisition of Norske Skog AS.
  • Advising on the establishment of an entirely new company, entitled Atlington Capital Management Limited, which is intended to provide investment services to European clients.

Advocates Primei

Advocates Primei provides advice on company restructurings, mergers, the creation of special purpose vehicles and liquidation work. Managing partner James Scerri Worley acts for international and local organisations. Clients include financial institutions and payment gateway providers, investment and wealth management companies, corporate service providers, as well as real estate and property development agencies.

Practice head(s):

James Scerri Worley