!The Challenge
A European energy group sought to acquire a portfolio of solar and wind assets held through operating companies in France, Egypt, and Saudi Arabia. The target structure involved French SAS entities holding Egyptian subsidiaries (governed by Egyptian Investment Law) and a Saudi LLC requiring MISA approval. Each jurisdiction imposed different foreign ownership restrictions, tax treaty considerations, and regulatory pre-approvals — with a 90-day exclusivity window before the deal would lapse.
⚙Our Approach
GSDA coordinated the transaction across all three jurisdictions simultaneously. In France, we structured the acquisition through a share purchase of the holding SAS to benefit from the participation exemption. In Egypt, we navigated the General Authority for Investment (GAFI) approval process and secured a negative clearance from the Competition Authority. In Saudi Arabia, we obtained MISA approval for the change of ultimate beneficial ownership and ensured compliance with the new Companies Law requirements for the target LLC. We also structured a tax-efficient repatriation mechanism for dividends across the three jurisdictions.
✓The Outcome
The transaction closed within the 90-day exclusivity window. The structured approach saved the client an estimated €8M in withholding taxes through optimal treaty utilisation, and the simultaneous regulatory filings — rather than sequential — compressed the approval timeline by six weeks.
Key Takeaways
- 1Cross-border energy M&A requires simultaneous regulatory engagement across all jurisdictions
- 2Tax treaty structuring in multi-jurisdictional acquisitions can yield significant savings
- 3Egyptian GAFI and Saudi MISA approvals can be parallelised with French competition clearance