INOS 17-049 GmbH, a Munich-based company controlled by the Stargate Capital GmbH fund, completed the acquisition of Werther International SpA, an Italian company with operating units in France, the US, Denmark and Poland, and distributors in 150 countries globally operating in the production, assembly and marketing of car equipment.
Portolano Cavallo assisted the acquiring company INOS 17-049 GmbH with a team composed of the counsel Luca Gambini and the associated Ginevra Sforza, while the sellers were assisted by the Alberti & Fontana law firm, with the team including Partner Francesco Fontana and lawyer Marta Grazioli.
Alberti & Fontana s.t.p., a law firm registered in the special Bar and Law Society of Vicenza, Italy, was established in January 2005 by the founding partners Francesco Fontana and Nicola Alberti. United by their common enthusiasm and ongoing dialectics in delving into legal topics linked to corporate dynamics, Alberti & Fontana deals with M&A, industrial and intellectual property (trademarks, patents, unfair competition, copyright), labor and corporate law, out-of-court stage (drawing up and providing consultancy for corporate contracts, company deeds, license contracts), as well as contentious, arbitral and administrative proceedings.
Partner and CEO Francesco Fontana noted: “Taking care of any and all details is the aim of my job and the distinctiveness of M&A’s expertise”.
What were the buyers’ apprehensions with this deal and how did you use your expertise to help work them through it?
The primary need, for both of the buyer and the seller, was to execute a share and stock purchase agreement with the prospect of continuing to work together after the closing date. Therefore, the imperative issue was to carefully calibrate the representations and warranties, so as to arrive at a fair economic compromise after carefully assessing the risks that each party would have assumed.
How was this deal unique? Did anything take you by surprise?
The deal presented two main problems: on the one hand the debt management and on the other the structure of the business.
The corporate operation, indeed, involved not only the parent company but also the various subsidiaries, both Italian and foreign, which were all interested parties.
Our team has deep experience in a variety of industrial sectors, allowing us to provide practical advice and innovative solutions along with market leading technical know-how.
Our approach to the client is different from one to another and is tailored to meet each client’s unique transaction needs. Our main strengths are: deep care for every detail; involve the clients and share with them the critical issues and the results obtained, as well as offering maximum confidentiality in every single operation followed.
The unique characteristics of the deal were the need to ensure, after the M&A closing date, the carve out of a certain business unit (not pertaining to the deal) and another carve out of assets related to real estate.
In order to help work the parties through the business’ features and for the purpose to offer the best solution, our team has introduced commercial agreements and a call option into the corporate law theme.
In particular, the commercial agreements were aimed at maintaining the deal for a period of time, necessary in order to achieve a profitable carve out without compromising the going concern, and furthermore, while offering guarantees for both the sellers and the buyer.