M&A for the creation of a european group

Legal and tax assistance in a M&A transaction aimed at the creation of an European group of companies operating in the bone cement and biomaterials industry

May 2016

The Firm provided assistance to an Italian company and its shareholders (the “Clients”) in relation to all legal and tax aspects of an M&A transaction for the creation of an European group of companies operating in the bone cement and biomaterials industry.

The complex transaction involved three different jurisdictions (French, German and Italian) and stemmed from an international procedure initiated by a global private equity firm. The transaction envisaged the creation of an holding company under Italian laws within which the entire share capital hold by the Client was contributed.

Simultaneously such holding company purchased 100% of the share capital of German company operating in the same industry, for the purposes of creating a new industrial group controlled by the Clients.

The Firm was involved in the structuring of the transaction under both a legal and tax perspective, as well as in the drafting and negotiation of all investment agreements for the execution of the transaction and of the agreement governing the relations between the Clients and the private equity fund, also through the scheming of tailor-made corporate governance rules for the holding company.