Commercial Matters

SITUATION 

• Our clients were all the partners (the “Clients” – both natural and legal persons) of a business group in the pharmaceutical sector interested in the sale of 100% of the corporate group (the “Target Group”). 

• The buyer was a US multinational pharmaceutical company listed on NASDAQ (the “Buyer”) which sought to purchase 100% of the Target Group by paying part of the price through the delivery of the Buyer’s shares. 

CHALLENGES 

• Obtaining the best price and conditions for the sale, trying to minimize (i) the liability assumed by the Clients before the Buyer and (ii) the guarantees to be provided within the context of the purchase transaction. 
• Coordinating all the advisors (both national and international) who intervened on the Clients’ side (i.e., financial advisors, tax advisors, and North American law firms). 

RESULTS 

• The transaction was successfully completed for an amount of more than €120,000,000. 
• Our Clients sold the Target Group. One of them also acquired a significant block of shares from the Buyer and is now on the Buyer’s board of directors. 
• The Target Group is fully integrated into the Buyer’s group, having significant growth prospects. 

​​​SITUATION 

• Our clients were a group of Spanish investors (the “Clients”) who intended to acquire 27% of the equity of a company in the technology sector (the “Target Company”) by subscribing shares in an increase in the Target Company’s share capital to the tune of €450,000. 

CHALLENGES 

• Grouping the Clients in a special purpose entity (the “Special Purpose Entity”) through which the investment in the Target Company would be carried out, providing advice on the creation of the Special Purpose Entity and the negotiation of the partners’ agreement. 
• Advising Clients on acquiring equity of the Target Company, negotiating a partnership agreement that would allow Clients to watch over their investment through (i) their participation on the board of directors of the Target Company, (ii) the need to have their favorable vote for the adoption of certain agreements, and (iii) the possibility of disinvestment. 

RESULTS 

• The transaction was successfully completed for the amount of €450,000, with the Clients acquiring, through the Special Purpose Entity, 27% of the equity of the Target Company through the assumption of shares in the Target Company’s share capital increase; there was also the signing of a partnership agreement to protect the interests our Clients in the Target Company. 
• The Target Company is developing its business plan and has good prospects for growth, taking advantage of synergies with its partners. 

​​SITUATION 

• Our client (the “Client”) was a natural person who was a partner of a group of family businesses in the engineering and construction sector.

• The Client participated in said group of companies with several family members who were in conflict with each other, causing a de facto blockade in the corporate bodies due to the fact that it was impossible to adopt agreements, as majority was never reached.

• Faced with such a situation, the Client started a process to separate from his partners/relatives.

CHALLENGES 

• Reaching an agreement with the other partners/family members so that an orderly separation process could be carried out while negotiating the conditions of the separation and the reciprocal guarantees to be granted by the different parties.

• Minimizing the legal and tax impact that all partner separation processes entail.

RESULTS 

• The transaction was wrapped up satisfactorily for an amount greater than 3 million euros, with the Client acquiring 100% of the equity of one of the companies of the business group and transferring his participation in the other companies to the other two partners.

• With the separation process complete, the Client is developing his business plan, having good growth prospects.

​SITUATION 

• Our client (the “Client”) was a South Korean company in the video game sector that wanted to establish a subsidiary in Spain in order to develop a new video game engine. 

CHALLENGES 

• Establishing the Spanish subsidiary in the shortest possible time. 

• Reaching an agreement with the technical director of the project in Spain, granting him the necessary power of attorney to carry out his duties (with the establishment of rules for the internal use of said powers to allow the South Korean parent company to maintain control). 

RESULTS 

• The Spanish subsidiary was successfully established in the second quarter of 2016 in a reasonably short period of time, reaching an agreement with the technical director of the project in Spain. 
• The Client planned to make an initial investment in Spain of 600,000 euros and hire 8-10 technicians. 

SITUATION 

• Our clients were a group of Spanish friends and relatives (the “Clients”) who intended to establish an entity through which they could channel their investments in the pharmaceutical and biotechnology sector (the “Special Purpose Entity”). 

CHALLENGES 

• Bringing together the different types of investors through the Special Purpose Entity channeling the investments. 

RESULTS 

• Establishment of the Special Purpose Entity with the signing of a partners agreement. 
• Participation in different companies in the pharmaceutical sector with an initial investment of 2 million euros. 

SITUATION 

• Our clients were all the partners (the “Clients”) of a business group in the Iberian pig sector interested in the sale of 100% of the corporate group, made up of a limited liability company and a livestock cooperative (the “Target Group”).  The sale was due to the advanced age of the partners without the possibility of business succession by their respective heirs. 
• The buyer was a Spanish group from the meat sector (the “Buyer”) that sought to acquire 100% of the Target Group. 

CHALLENGES 

• The joint sale of the Target Group. 
• Obtaining the best price and conditions for the sale, trying to minimize (i) the liability assumed by the Clients before the Buyer and (ii) the guarantees to be provided within the context of the purchase transaction. 

RESULTS 

• The transaction was successfully completed for an amount of approximately €5,000,000. 
• The Target Group is fully integrated into the Buyer’s group, having significant growth prospects. 

SITUATION 

• The client is a company in the pharmaceutical sector owned by a Spanish venture capital fund (the “Client”) interested in acquiring 80% of a corporate group made up of two limited liability companies whose activity is the manufacture and packaging of food and dietary products (the “Target Group”).

CHALLENGES 

• Acquiring the Target Group in the best possible amount of time, together with the formalization of a partner agreement that would allow the Client to get out of the equity of the Target Group over the medium term, among other goals.

RESULTS

• The transaction was successfully completed for a fixed amount of approximately €6,000,000 plus a variable amount based on the EBITDA that the Target Group obtained in the year of the sale.
• The Target Group is fully integrated into the Client’s group, having significant growth prospects.

SITUATION 

• Our client was a holding company (the “Client”) that wished to increase its participation from 15% to 100% in a corporate group made up of both Spanish and foreign companies whose main activity was infrastructure engineering (the “Target Group”).  The Target Group was in a precarious financial situation. 

CHALLENGES 

• Purchasing the Target Group in the best possible amount of time and refinancing the existing debt with the different banking entities. 

RESULTS 

• The transaction was successfully completing, shoring up the precarious financial situation of the Target Group thanks to the injection of funds amounting to approximately €2,000,000 from the Client, as well as the securing of an agreement with the different banking entities to refinance the Target Group’s debt. 

SITUATION 

• Our client was an estate development company (the “Client”) that built a hotel (the “Hotel”), which it leased to a company specializing in the management and operation of hotel establishments, doing so under a surface transfer agreement (the “Agreement”) for land on which there was a governmental concession. 
• The transferee was a Spanish company belonging to a French corporate group (the “Transferee”) that intended to assume the Client’s position in the Agreement. 

CHALLENGES 

• Successfully closing a transfer agreement with the Transferee, after obtaining the registration of the Hotel in favor of our Client in the land registry and obtaining the pertinent governmental permission for the Agreement’s transfer in the shortest possible period. 

RESULTS 

• The transaction was successfully completed for an amount of approximately €2,000,000. 
• The Hotel is fully integrated into the Transferee’s group, having significant growth prospects.