Soleal Unternehmerkapital AG Enters the Capital of WMT

Soleal Unternehmerkapital is an investment holding company owned by Karl Spielberger, Fabrice Nava and Francesco Liistro as shareholders. It was advised by Jenny Avvocati on the signing of its binding agreement for its entry into WMT’s capital.

Studio Professionisti Associati Milano assisted WMT with a team led by managing partner Gabriele Passaretti. The team advised WMT for structuring the transaction from a fiscal point of view and directed and coordinated the accounting, tax and financial due-diligence operations.

Gabriele Passaretti, Studio Professionisti Associati Milano:

Can you tell us more about the work performed by yourself and your firm on this transaction?

Our sell-side work went through two phases. The first was to prepare the company for the M&A operation through an internal due diligence prior to the disclosure of the information memorandum. The second was focused on the fiscal architecture of the operation (which had a considerable value from a negotiating point of view) as well as on the coordination of financial, tax and business due diligence.

I would like to point out that it was essential to have collaborated in a team with other excellent professional figures, both sell-side and buy-side, who, through their precious contribution, have favoured the achievement of this win-win goal.

What were the primary concerns when advising on structuring the transaction?

There were essentially two concerns regarding the operation. The first was of a fiscal nature was related to the failure to renew the legislation on the tax revaluation of shareholdings in the budget law. With a subsequent decree in the following months, the legislation was revised and therefore the fiscal architecture of the operation was readjusted for the benefit of our customers. The second concerned the commercial aspect. With WMT being very well known in the sector and having commercial relationships with companies also invested in by investment funds, the spread of the news of the negotiation created quite a few shocks on the market, which the management has fortunately been able to manage in the best way possible.

Were there any significant obstacles to be overcome in carrying out this deal?

I would not speak of real obstacles, but the negotiation phases are always very delicate. The incredible expansion of WMT over the course of 2022 has increasingly distanced its current economic valuation from the valuation in the ’locked box’ regime at the end of 2021 with which the operation was born. Together with the professionals involved, all the negotiating tools aimed at finding an agreement between the parties were put in place so that the operation was considered satisfactory for all the actors involved.

This serves  to underline the importance of the concept of flexibility, not only from a legal and regulatory point of view, but above all from a negotiation point of view. I am sure that the only way to obtain results in similar operations is to act with a pragmatic, objective and flexible approach.