The Combination Between IVS and Liomatic

IVS Group, a company listed on the STAR segment of the Italian stock exchange and active in the snack and drink distribution sector, has signed a business combination agreement with Cafim, head of the Caporali family and controlling shareholder of the Liomatic group, which operates in the same sector.

The transaction will have an initial total enterprise value of approximately €154 million euros, excluding properties and minority shareholdings held by Liomatic (valued at approximately €52 million). The business combination agreement is structured such that Cafim will reinvest approximately 70% of the payment due in IVS by subscribing to a reserved capital increase in IVS Partecipazioni (controlling shareholder of IVS Group), becoming one of its main shareholders. IVS Group will carry out a capital increase offered to the market, which will be subscribed pro-quota by IVS Partecipazioni. The transaction is expected to be closed at the beginning of 2022.

The Caporali family is assisted by ADR Law firm, particularly by lawyers Andrea Netti and Eleonora Netti. IVS Group is assisted by TALEA Tax Legal Advisory and Latham & Watkins.

Lawyer Monthly had the pleasure to speak with Andrea Netti, Founder and Managing Partner of ADR, to give us some further insight into this transaction:

Can you tell us more about your role in this transaction?

Our role in this transaction was to assist CAFIM in trying to find the best business combination, preserving the identity of LIOMATIC and, at the same time, strengthening it by creating a partnership with the IVS Group.

What expertise and experience has your team brought to the deal?

Since its foundation, ADR law firm has been designed to assist business groups operating on the Italian and International territory, in order to support and advise them in the management of extraordinary corporate transactions.

Have you encountered any challenges during the transaction? If so, how have you overcome them?

It is one thing to sell, and another to create a business combination; the contractual wording comes later, but first there is the most complex phase, that of the human sharing of a project and the construction of a shared vision. We have contributed a great deal to this.

What impact do you expect the deal to have on the snack and drink sector in Italy?

The sector needs to grow and in order to grow, companies need to become bigger and compete with the European market. In this way, technological innovations can be brought to a large scale.

How does your work on this transaction fit the profile of your law firm?

ADR is a corporate-focused team, so M&A transactions are the core business of our law firm.

What other significant deals have you recently worked on?

We have reorganised the distribution market of a client company worldwide and we are assisting various clients in M&A transactions.

Do you expect to work on similar deals in 2022 and beyond?

We are already working on it. There are some interesting transactions coming up, both from Italian entrepreneurs who want to disinvest and reinvest in emerging markets, and from foreign entrepreneurs who want to invest in Italy.