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Carbonetti e Associati advised SIFI, an Italian ophthalmic pharmaceutical company that provides solutions for the treatment of eye diseases, on a loan granted by a pool of five banks (assisted by Simmons & Simmons) and backed by the Italian Guarantee issued by SACE. The aim of the measure was to provide support for the business as part of Italy’s post-pandemic recovery.
The transaction, which came to a total of €34.4 million, involved Banco BPM as agent bank, custodian bank and SACE Agent, as well as Intesa Sanpaolo, Banca del Mezzogiorno - Mediocredito Centrale, Creval, BPER and Banco BPM itself as arranger banks, bookrunners and lending banks.
Carbonetti e Associati assisted SIFI with a team led by managing partner Fabrizio Carbonetti and including associate Matteo Morselli. Simmons & Simmons assisted the pool of lenders with a team comprising partner Davide D’Affronto, managing associate Fabrizio Nebuloni and trainees Francesco Burla and Luigi Terenzio Trigona.
Fellner Wratzfeld & Partner (fwp) advised Soravia on its acquisition of the Immo-Contract companies from the Volksbanken Group. Binder Grösswang reportedly advised the seller. The closing took place on 21 June 2021 and details of the transaction were not disclosed.
fwp stated that the merger’s aim was to leverage existing synergies in a bid to merge Soravia and the Immo-Contract companies into “one single real estate network from which clients of Volksbanken Group will also be able to benefit.”
fwp’s team comprised Partners Markus Fellner (Corporate/M&A and Banking Law) and Lukas Flener (Antitrust Law), Lawyers Roswitha Seekirchner (Corporate/M&A) and Peter Stiegler (Corporate/M&A), and Associates Martin Navara (Corporate/M&A) and Roman Schlemaier (Corporate/M&A). Soravia, one of the leading real estate groups in Austria and Germany, is a long-standing client of fwp.
Irish solar PV developer Power Capital Renewable Energy (PCRE) acquired a majority interest in a 407 megawatt (MW) solar portfolio from Terra Solar, a Dublin-based solar energy company founded by two former private equity executives. Philip Lee advised the buyer, PCRE, and Beauchamps advised Terra Solar on the sale.
Over the next five years, PCRE intends to complete development of the solar farms located in counties Cork and Wexford in partnership with Terra Solar, with construction due to commence next year. The first plants are expected to be operational by the middle of 2023 and the project completed by 2027. The deal raises PCRE’s total portfolio to 840MW, and the company expects that roughly €200 million will be required to build out the entire portfolio. Equity will be provided by Omnes, with debt to be raised with Irish and international lenders.
The Philip Lee team was comprised of Eoghan Doyle, Síobhan McCabe, Hugo Grattirola, Maeve Delargy, and Elaine Whelan. The Beauchamps team comprised Ainsley Heffernan, Daire Russell, John Sweeney and Stuart Conaty.
Gore & Grimes Solicitors LLP assisted Park Developments on the sale of a portfolio of logistics units at Northwest Logistics Park in Dublin for €47.9 million.
The assets, which include four high-spec buildings extending to more than 242,000 square feet and let on long-term leases, have been bought by Savills Investment Management’s Commercial Fund. The fund is a pan-European multi-sector operation with a focus on office, retail and logistics assets. Its purchase of the logistics units is believed to represent a “significant investment” in the Irish market as the fund actively seeks further investment opportunities across the nation.
The sale of the units was undertaken by two lots. Lot 1 comprised of three completed units, the sale of which was completed within one month of exchange of contracts, while Lot 2 comprised of the fourth unit, which isunder construction and the sale of which will not be completed until March 2022.
Along with Gore & Grimes, Park Developments was represented by Savills and CBRE. The Gore & Grimes team was led by partner Keith McConnell. Savills IM was advised by A&L Goodbody.
Bremen-based investment company FMC secured the operational business of the Dradura Group, a manufacturer which went into self-administration in August 2020, putting around 1,100 jobs at risk. Dradura is known nationally for manufacturing industrially formed wire products such as dishwashers, refrigerators and equipment for medical technology companies.
Last summer, Dradura filed an application with the Ludwigshafen district court to open insolvency proceedings in self-administration. After the parties could not agree on a timely solution, insolvency proceedings followed in November over the assets of Dradura Beteiligungs GmbH, which held the foreign subsidiaries of the Dradura Group in France, Poland and the US.
The stake in Dradura France, which primarily supplies the automotive sector, was sold to a co-partner in spring 2021. The remaining operational business will now go to FMC Beteiligungs KG. In addition to the headquarters in Altleiningen, this will include the business in Poland and the US as well as locations in Germany and Italy. Dradura has been part of the portfolio of the private equity firm Emeram Capital since the end of 2016.
Reinhart Kober Großkinsky Braun (RKGB) advised Dradura on the transaction alongside Wallner Weiß and SZA Schilling, Zutt & Anschütz. FMC was advised by Lambrecht and RSM.
The State Participations Agency was advised by Gide on the acquisition of shares in Orano from Areva and Caisse des Dépôts et des Consignations by the French State. These share capital acquisitions are part of the conclusion by Areva of a new global settlement agreement with its Finnish client TVO and of a transactional agreement with EDF.
Gide’s team comprised Partners Thomas Courtel, Jean-Gabriel Flandrois, Stéphane Hautbourg and Anne Tolila, Counsel Paul Guillemin and Associate Alexandre Rennesson.
Louis-Marie Pillebout of VGG Associés advised the Caisse des Dépôts et des Consignations. Areva was advised by Barthélémy Courteault Samuel Pariente of Bredin Prat.
Van Hoesel De Blaey and other firms advised French firm Bergamotte, a start-up specialising in the online ordering and delivery of flowers and plants, and its shareholders, on the sale of 100% of its share capital to the English company Bloom & Wild.
The deal cements Bloom & Wild as a key player in Europe with a presence in eight countries and an annual turnover of over €200 million.
The Van Hoesel team was led by partner Peter Jan van Noortwijk, advising on corporate and tax law matters. Bergamotte and its sharehoders were also advised by a team from Gide Loyrette Nouel led by partners Pierre Karpik and Louis Oudot de Dainville. A7Tax also advised Bergamotte and its shareholders on tax law. Latham & Watkins acted as counsel to Bloom & Wild.
GWW, Poland advised the shareholders of Baltic Wave on the sale of 100% of share capital to MA Investment. ACT Legal Poland advised MA Investment on the acquisition.
Baltic Wave is currently investing in a 5-star Baltic Wave hotel in Kolobrzeg, Poland, which will operate under the Crowne Plaza brand. The hotel will ultimately comprise 468 apartments on 14 floors, complete with an infinity edge swimming pool, a luxury spa and wellness area, restaurants and cafes, and a modern conference space capable of accommodating 500 people. It will also operate on a self-service model.
The GWW team included partners Jakub Obiegly and Marek Szymanek. The ACT Legal team comprised managing partner Piotr Smoluch, partner Sebastian Sury and associates Arkadiusz Kocel and Edyta Krzepicka.
Contact GWW lawyers:
Marek Szymanek
Marek.Szymanek@gww.pl
Jakub Obiegły
Jakub.Obiegly@gww.pl
or see more at gww.pl
Stefano Zangrando of Sani Zangrando Avvocati advised Boolean’s sellers on corporate and M&A matters during the transaction. Boolean was also advised by ACTA’s Annalisa Donesana on tax and M&A concerns.
Gatti Pavesi Bianchi Ludovici advised Alpha Test Group with a team comprising Michele Aprile and Paolo Ludovici. Both advised on tax and M&A matters. Alpha Test Group was also advised by Giovanelli e Associati Studio Legale, whose team comprised Matteo Delucchi (advising on corporate and M&A) and Michele Mocarelli (advising on finance).
Can you tell us a little more about your involvement in the deal and what it entailed?
The firm was involved since day one of the negotiation and we had the chance to advise our clients from the very first draft of the letter of intent, which is always the best way as you get the whole picture. Particularly this time around as those were the first in person meetings we have had after a year and a half of video meetings due to lockdowns.
Did any issues arise during the course of the transaction? If so, how did you work to overcome them?
Not properly “issues” (i seldom use the word “deal breaker” and this time there was nothing even resembling one) but there are always hurdles to overcome and the way to do this is to basically continue liaising between sellers and the buyer until a solution is found. Each transaction is different, so each time the advisors have to find tailor-made solutions.
Why is the outcome of this acquisition beneficial to all parties involved?
It is certainly beneficial to everyone: Alpha Test is a leader in the field of education and testing for admission to Universities. Boolean is extremely strong in the digital field and a edu-tech champion in the coding field: its courses are guaranteed to teach students full-stack web development in a matter of few months and more than 95% of its students find a job within six months of the end of their courses. Synergies are simply there to be taken.
Petz, Brazil’s second-largest pet shop chain, has continued its expansion with the acquisition of the entire share capital of Zee Dog for $163.3 million. The deal includes Zee Now Pets Product Trade, Zee Dog LLC, Shenzen Zee Dog Business Co. Ltd, Zee Dog BV and Lolopet Alimentos Naturais SA, subsidiaries of the target company. Petz will pay the agreed amount in two instalments, the first consisting of $117.3 million dollars with 87% paid in shares and the remaining 13% in cash. The remainder will be paid in the next five years. This transaction, which remains subject to regulatory approval, will see Zee Dog shareholders receive a 5.7% stake in Petz.
The parties signed a purchase and sale and merger of shares agreement on 2 August. Novotny Advogados advised Zee Dog and most of its shareholders, with the exception of four investment funds that were advised by Lefosse Advogados. Cescon, Barrieu, Flesch & Barreto Advogados supported Petz in the structuring and negotiation of the transaction.
The Novotny Advogados team comprised senior partners Gabriel Corrêa and Renata Novotny in addition to associates Vanessa Fagundes Cavalcante, Bárbara Gentile, Felipe Linde, Juliana Mansour and Fernanda Quintaniha and lawyers Gabriela Fanciulli and Maria Beatriz Pedrossa.
Can you tell us more about your team’s involvement in this transaction?
Acting as Zee Dog’s lawyers for over four years and having directly participated in the investment rounds prior to the transaction with Petz, our team could actively contribute in negotiating the corporate and tax structures and conditions of the deal with Petz, drafting the relevant legal documents, but also in the internal negotiations between the various shareholders that make up the company’s shareholder base. Our knowledge of the company and its business was also very helpful in the due diligence carried out by Petz on Zee Dog and its assets.
Why was this a good deal for the parties involved?
The acquisition of Zee Dog brings a number of benefits to Petz. In the last years, Zee.Dog has not only become a strong and internationally recognized brand, but also developed a disruptive pet platform, a number of innovative products and solutions for the pet industry and diversified sales channels. On the other hand, the deal brings value to Zee Dog’s shareholders, and allows Zee Dog to benefit from Petz’ more than 140 stores in all regions of Brazil, an Omnichannel benchmark platform and from the expertise of Petz’ team on the execution and operational performance of the business.
How does the deal reflect the current state of the retail market in your jurisdiction?
By allowing a greater number of consumers to have access, through different channels and often, through a simple click on an app, to a wide range of products for their pets, the deal reflects the trend of digitization and innovation of the retail market, which was already booming and was further driven by restrictions imposed by COVID-19.
