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M&A and Private Equity

"The quality of Carnelutti is very good. They have very professional team. They think from the client’s perspective and give constructive advices. They try their best to protect client’s interests and handle negotiation tactfully. We were impressed by the professionalism of their lawyers.”


Legalcommunity

Mergers and acquisitions work remains at the heart of both corporate and corporate finance life and over the last years a very high level of merger and acquisition activity, particularly in the private equity sector, has taken place, both in the domestic area and abroad.
Carnelutti’s M&A group has been privileged to be appointed to advise on some of the world’s largest and most complex M&A transactions and equity offerings.
The firm’s M&A lawyers are regularly retained in negotiated transactions, including leveraged buy-outs, mergers, stock/share and asset purchases, restructurings, spin-offs and joint ventures, as well as Stock Exchange and Consob regulatory requirements.
Carnelutti’s lawyers boast broad-based expertise as they routinely represent M&A participants in virtually all capacities in addition to being familiar with the nuances and intricacies of asset acquisitions, mergers for cash or stock/shares or both, and stock/share purchases involving both public and private companies.
Bringing diverse legal expertise to the process, the firm’s M&A team understands the demanding dynamics of these transactions and is able to assist clients in fully realizing their business objectives.
The M&A practice offers full service including expert advice on corporate, tax, labour, administrative, intellectual property aspects of transactions.
The firm’s professionals dealing with private equity have a long and distinguished record in working with some of the main Italian and international players in the field and in assisting institutional and professional investors in capital market transactions, its advice covering both legal and tax issues in a fully integrated way.

Mergers & Acquisitions

The M&A team handles:

  • 360° negotiations on behalf of buyer or seller regarding all financial and non-financial aspects of transactions, including share purchases;
  • complete legal and tax due diligence;
  • contractual advice, negotiation and drafting of all kinds of M&A and related agreements;
  • negotiations, advice and agreements with financial institutions for acquisition financing;
  • complete advice on leveraged and management buy-outs and private equity or venture capital investments.

Private Equity

  • The firm’s expertise ranges from the set up and launch of funds constituted under Italian or non-Italian laws through to assistance in acquisition transactions and the financing of portfolio companies as well as advice in connection with the exit strategy of the funds. By way of specific past client briefs (but not exhaustively), the firm has dealt with the following:
    • Setting up of management companies incorporated under Italian or overseas laws;
    • Structuring of Italian private closed-end funds, limited partnerships or other overseas structures;
    • Assistance in the procedures to obtain the required authorizations for the funds with the competent Italian and overseas authorities;
    • Negotiating and drafting the agreements with placing agents and other advisors;
    • Drawing up the prospectus and/or the private placement memorandum;
    • Providing global advice in the following transactions: early stage seed financing, leveraged buy-out, management buy-out, management buy-in, BIMBO, turnaround;
    • Assistance in connection with secondary buy-out, IPO and trade sale.
  • Assisting an e-commerce 4.0 company, listed on the AIM market the Italian Stock Exchange, in the acquisition of 100% of a company governed under Swiss law, whose majority shareholder is one of the most important players in the e-commerce landscape, competing with the largest online international retail operators in the fashion, beauty and design sectors.
  • Assisting a leading company in the production of hospital robot systems in the sale of 100% of its share capital to a leading global private equity firm focused exclusively on investments in technology and technology-enabled services businesses.
  • Assisting a leading Chinese fashion retailer in the acquisition of 100% of the share capital of a NewCo, owner of a very well known Italian brand.
  • Assisting a renowned international textile group in the procedure to purchase the business dedicated to the production of flakes used in the hygiene and geo-textile industries, owned by a European producer of staple fiber and yarn, which is subject to extraordinary administration.
  • Assisting one of the leading companies in the production and distribution of orthopaedic products, listed on NASDAQ, on the Italian law aspects in divesting its OrthoRecon business line to a leading China-based global enterprise in minimally invasive medicine publicly listed on the main board of the Hong Kong Stock Exchange.
  • Assisting the shareholders of an Italian company, a leader in the design and manufacture of ball valves for the chemical, petrochemical, on-shore and off-shore oil & gas and power plant industries, in the transfer of their shareholdings to a company managed by a Moscow group, established in 2003, which offers integrated solutions for the supply, equipping and installation of fuel and mineral exploration and exploitation projects, new product development, project designing and services for oil & gas, power and transport-building enterprises, and other industries.
  • Advising a listed French group leader in biomedical, food and chemical analyses on entering the Italian market by the acquisition of several Italian companies in different market segments.
  • Assisting in the acquisition by a Spanish group of a major French manufacturer of domestic appliances having production plants and subsidiaries in Italy, previously under court supervised administration.
  • Assisting a leading worldwide solar energy services provider in the sale of a 70 megawatt photovoltaic power plant located in Northeast Italy to a leading private equity fund in the energy industry.
  • Assisting a leading Italian-based worldwide manufacturer of automotive components for gas and fluid transmissions, supplied to the OEM/OES industry, in the sale of its Spanish subsidiary controlling the group companies dedicated to the production and sale of Exhaust Gas Recirculation Coolers to a US-based worldwide leader in highly engineered components and systems for the automotive industry.
  • Assisting a leading publisher in financial news and lifestyle industries in the transfer of 30% of Italy's second largest player in business information to a primary Italian banking group.
  • Assisting an Italian automotive design company in the sale of a strategic stake to a primary Indian automotive company.
  • Assisting a primary Italian banking group in negotiating a joint venture agreement in the real estate facility management industry.
  • Assisting a leading Pan-European private equity firm in the sale of a leading Italian-based worldwide manufacturer of components and systems for automotive applications supplied to the OEM/OES industry and the automotive aftermarket.
  • Assisting a leading Italian-based worldwide manufacturer of components and systems for automotive applications, supplying air intake and power transmission systems on a global basis, in the sale of the air intake division of its French subsidiary (one of the largest producers of air intake and engine cooling systems in the world) to one of the leading world operators in the sectors of filters and suspension components for motor vehicles.
  • Assisting an Italian manufacturer of hydraulic presses in a takeover for the acquisition of a company operating in the same field.
  • Assisting one of the most innovative companies in the production of aluminium moulds for thermoforming in negotiating a joint venture agreement with a leading Indian industrial group to set up a company to undertake the distribution of moulds within the Indian market and the manufacturing of moulding machines to be distributed on a worldwide basis.
  • Assisting a private equity boutique in the incorporation of a joint venture whose purpose was to purchase and exploit several prestigious trademarks of the luxury goods market.
  • Assisting a Spanish leading air conditioner distributor in the acquisition of an Italian competitor.
  • Assisting a leading Pan-European private equity firm in the sale of a primary Italian engine manufacturing company to a global leader in engines and power generator systems.
  • Advising a French banking group on a joint venture with an Italian financial institution for a common project regarding consumer credit.
  • Assisting the Italian subsidiary of a primary US manufacturer and processor of liquid, powder and granulated forms of iron oxide in the acquisition of a cogeneration plant from the Italian subsidiary of the global leader in the energy sector.
  • Assisting a major French banking group in negotiating a shareholders' agreement regarding its stake in an Italian bank.
  • Assisting an investor in the fashion business in the acquisition of one of Italy’s most famous shoe manufacturers.
  • Assisting a major private equity fund in the acquisition of a 70% interest in one of the leading beauty retail chains in Italy.
  • Assisting an important US private equity fund in the acquisition of a very well-known Italian leather-wear manufacturer.
  • Assisting a leading French television broadcaster in the sale of a shareholding in an Italian company carrying out its business as a leading operator of a digital terrestrial television platform.
  • Assisting a leading Italian automotive engineering firm in the sale of one of its divisions, leader of the independent automotive after-sales market, with operations in Europe and South America.
  • Advising the English subsidiary of an international manufacturer and distributor of entertainment content on the purchase of 100% of the share capital of a company specializing in subtitles for films from a group of private international investors.
  • Assisting a worldwide leader of comprehensive molecular and pharmacogenomics services in the sale of its Italian subsidiary, a company specializing in the laboratory research.
  • Assisting a leading company in the supply of acoustic and vibration services in the acquisition of the majority of the share capital of three companies operating in the same industry.
  • Advising an established Italian family run business, specializing in steel components manufacturing, on the sale of a majority stake to a Russian steel conglomerate.
  • Assisting a European buy-out fund in the acquisition of a U.S. auto parts company listed on the NYSE. The transaction was one of the largest purchases of a U.S. company by a European buy-out fund.
  • Advising on the largest leveraged buy-out in the Italian food sector with the sale of the second largest food brand in Italy by a world leader in the food industry to a leading Pan-European private equity firm.
  • Advising Italy’s second largest beer manufacturer on the sale of a controlling stake to an internationally renowned beverage firm.
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