ESP I ENG I FRA
Abeledo Gottheil Abogados
Home » Areas » Mergers & Acquisitions

Mergers & Acquisitions

 

Our law firm has intervened in many acquisitions of target companies in very diversified sectors. Some examples:

• Legal counsel to purchasers of 100% shares of Skytel de Telecomunicaciones Argentina S.A.

• Legal counsel to Ferro Corp. in the disvestiture of powder chemical products division of Akzo-Nobel.

• Due diligence of a local oil & gas corporation and of its participating interest in oil & gas plays in Argentina, including oil & gas exploitation concessions, for a merger of two multinational corporations, including the review of Joint Operating Agreements, title on exploitation concessions, transport agreements, lifting procedures and agreements, environmental matters and licensing, tax, labor and corporate related issues, etc.

• Legal counsel to Vantico for the acquisition of a certain chemical division of CIBA.    

• Counsel to PricewaterhouseCoopers, for the merger of Price Waterhouse and Coopers & Lybrand professional practices, in the Southern Cone Region, including all aspects related with corporate structure, mergers and spin-offs, tax, labor, regulatory aspects, and all matters arising from the integration of such practices. We have been giving legal assistance to Price Waterhouse for more than 35 years, and continue to do so.              

• Due Diligence of a local oil and gas company and its percentage interest in oil and gas operations in Argentina, including concessions for the exploitation of oil and gas, for the merger of two multinational companies, including the review of Joint Operating Agreements, exploitation concessions rights, contracts of carriage, proceedings and reception contracts, environmental matters and granting of licenses, tax, labor and corporate matters, etc.

• Due diligence for the acquisition of an interest percentage in a Bolivian oil corporation for Shell.

• Due diligence for the successful acquisition of Ave Fenix power plant.

• Due diligence for a potential acquisition of the controlling interest in a provincial electric energy distribution system, for Electricité de France.  

• Counsel to Lafarge Matériaux des Specialités in the acquisition of 100% of Klaukol S.A. shares. The Firm’s counsel included acquisition agreements, due diligence of the target company, and all the events related to the acquisition. Furthermore, the Firm counselled in the assets transfer subsequent agreement of a ceramic plant located in Puerto Madryn, Province of Chubut.

• Legal assistance for due diligence for the acquisition of an oil exploitation concession from Pérez Companc, a large Argentine oil & gas producer.             

• Legal counsel to Ibope for the acquisition of Mercados y Tendencias, IPSA and Control Publicitario, becoming hence the most important company in audience control.         

• Counsel to Tierra Nueva Resources Inc.for the acquisition of the participating interest of Compañía Naviera Pérez Companc S.A. in an oil exploitation area. The Firm’ counsel included a full legal due diligence and the drafting of the preliminary assignment agreements.                

• Legal counsel to Baxter Argentina S.A. (a subsidiary of Baxter, leader company of the US health industry): for the acquisition of 100% of Inmuno S.A. Merger of both entities into Baxter Inmuno S.A. and for the Renal Therapy Services (RTS a Baxter division that provides dialysis services all over the world): Creation of local holding companies and acquisition of approximately 25 corporations that operate dialysis centers all over the country.

• Legal counsel to Ferro Enamel for the acquisition of SR Minerals borate mining operation in the Province of Jujuy.             

• Legal counsel to Companhia Cervejaria Brahma for the acquisition of the remaining 40% of the capital of Maltería Pampa S.A. owned by Londrina.        

• Legal counsel to BJ Services -Nowsco Americas for the purchase of the controlling shareholding of an oil exploration services company.

• Legal advisors to Shell CAPSA for the purchase to Compañía General de Combustibles S.A. of 100% of the Shares of Reef Argentina, owner of 51% of the North Western Gas Area Río Colorado. 

• Legal counsel to GP Investimentos Ltda. for the acquisition of the 2/3 of the corporate capital of the concessionaires Buenos Aires al Pacífico – San Martín S.A. and Ferrocarril Mesopotámico General Urquiza S.A. - cargo railway transportation public services- owned by IMPSA S.A. The Firm’s counsel included the drafting, bargaining and execution of the stock purchase agreement, the full legal due diligence of the target companies and any and all acts related to the transfer of the property.     

• Due diligence for a potential purchaser for shares acquisition of a corporation which represented all of the southern cone assets of a major Argentine oil and gas company (Bridas). It included the analysis and description of contracts, permits, concessions, debts documents, corporate records, by laws, lawsuits and other possible liabilities, etc.            

• Legal advice for the drafting of put and call agreements on securities related to an international gas pipeline project.

• Due diligence for a multinational company for a project of a shares acquisition in the holding company of a privatized gas transportation concessionaire (TGS). All the relevant documents and issues, both at the holding company level and the concessionaire level, were fully analyzed and discussed, among them, those related to the applicable regulatory framework, tariffs, license agreement, share transfer and restrictions, by laws, transportation contracts, corporate structure and records, shareholders agreement, indebtedness, bonds insurance, etc.

• Legal advice to Empresa Eléctrica EMEC S.A. and Chilgener S.A. to prepare an offer in the Bid for 90% Empresa de Electricidad Sanjuanina S.A. (EDESSA) stock; the consortium proved to be the awardee and our Law Firm’s advice was extended to the execution of the stock transfer agreement, concession agreement and to all the acts related to the taking of possession. Our Law Firm is still acting as external advisor of EDESSA.

• Legal counsel to an important Spanish company of the fishing sector in the purchase of 90% shares of Pescargen Deseado S.A., including the due diligence process, drafting and negotiation of the Stock Purchase Agreement and Shareholder´s Agreement.

 

 

Av. Eduardo Madero 1020, piso 5 | C1106ACX - Buenos Aires - Argentina | (5411) 4516-1500 | estudio@abeledogottheil.com.ar
Abeledo Gottheil Abogados