The law firms involved in the financing of Inwit

Milan, 23 December 2019 – On 19 December 2019, in the context of the merger by incorporation of Vodafone Towers S.r.l. (“VOD Towers”) in Infrastrutture Wireless Italiane S.p.A. (“Inwit”), the documentation relating to the loan granted to the latter in an overall maximum amount of 3,000,000,000 have been entered into.

Specifically, in the execution of the aforementioned merger, three credit facilities will be granted (bridge, term and revolving) aimed at financing the acquisition by Inwit of a minority interest in VOD Towers, the distribution of an extraordinary dividend and the ordinary cash requirements of the company, in addition to the partial financing of the existing indebtedness of the borrower.

Pedersoli Studio Legale and Latham & Watkins have advised, respectively, Inwit and the pool of financial institutions composed of Mediobanca – Banca di Credito Finanziario S.p.A., as agent (inter alia) and Bank of America Merrill Lynch International Designated Activity Company, Banco BPM S.p.A., Banco Bilbao Vizcaya Argentaria SA, Milan Branch, BNP Paribas, Italian Branch, Crédit Agricole Corporate and investment Bank, Milan Branch, HSBC Bank plc, HSBC France, Banca IMI S.p.A., SMBC Bank EU AG Milan Branch and UniCredit S.p.A.

Pedersoli team has been led by Maura Magioncalda (Equity Partner), including Michele Parlangeli (Senior Associate) and Giuseppe Smerlo (Associate), while Latham & Watkins has been supported by Marcello Bragliani (Partner), Antongiulio Scialpi (Counsel) and Davide Camasi (Associate).

 

 

FOR FURTHER INFORMATION:

Marketing & Business Development Department

Pedersoli Studio Legale

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Sara Balzarotti

Ad Hoc Communication Advisors

Tel. +39 335 1415584

E-mail: sara.balzarotti@ahca.it

Pedersoli and Intesa in the acquisition of the control of RBM Assicurazione Salute

Milan, 20 December 2019 – Pedersoli Studio Legale advises Intesa Sanpaolo Group in the agreements for the acquisition by Intesa Sanpaolo Vita of a controlling interest of RBM Assicurazione Salute, third operator in Italy in the health insurance market, currently entirely owned by RBH Group of Favaretto family.

According to the agreements, after having received the necessary authorisations by IVASS and AGCM, Intesa Sanpaolo Vita will purchase directly 50% +1 shares of the corporate capital of RBM Assicurazione Salute, within July 2020, and subsequently, if necessary, increase the participation up to 100% of the capital, progressively, from 2026 to 2029.

By the acquisition of RBM Assicurazione Salute – which will be named “Intesa Sanpaolo RBM Salute” – Intesa Sanpaolo Group significantly strengthens its domestic positioning in the high value-added “damage, not car”.

Pedersoli team supporting Intesa Sanpaolo Group in the transaction has been led by Carlo Pedersoli (Equity Partner) and composed of Csaba Davide Jákó (Partner), Edoardo Pedersoli (Senior Associate) and Valentina Di Melfi (Associate) for corporate M&A aspects, Davide Cacchioli (Equity Partner) in relation to antitrust issues and Alessandro Zappasodi (Partner) as to regulatory profiles, while Francesco Simoneschi (Equity Partner), including Carlo Talarico (Associate) for labour law aspects.

RBH Group has been advised in relation to legal profiles by Giuseppe Chinaglia at Studio Legale Avvocati Chinaglia.

 

 

FOR FURTHER INFORMATION:

Marketing & Business Development Department

Pedersoli Studio Legale

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Sara Balzarotti

Ad Hoc Communication Advisors

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E-mail: sara.balzarotti@ahca.it

Pedersoli, Shearman & Sterling and Linklaters in the option capital increase of Juventus F.C. S.p.A.

Milan, 19 December 2019 – Pedersoli Studio Legale has advised Juventus Football Club S.p.A. in the option capital increase in an overall amount of approximately 300 million Euro.

On 18 December 2019 the option offer up to 322,485,328 newly issued Juventus ordinary shares has been completed (the “Shares”). During the option offer period, started on 2 December 2019 and completed yesterday (the “Option Period”), 982,941,200 option rights have been exercised for the subscription of 314,541,184 Shares, equal to 97.54% of the total Shares offered, in an amount equal to 292,523,301.12 Euro.

The remaining 24,825,450 option rights, which have not been exercised during the Option Period (the “Rights”), which entitle to the subscription up to 7,944,144 Shares, corresponding to a percentage equal to 2.46% of the total Shares offered, in an amount equal to 7,388,053.92 Euro, will be offered on the Stock Exchange by Juventus, pursuant to art. 2441, paragraph 3, of the Italian Civil Code, in the meetings on 23, 27 and 30 December 2019, 2 and 3 January 2020, unless the offer is closed earlier in case of full sale of the Rights. In the context of the transaction BNP Paribas, Goldman Sachs International, Mediobanca and UniCredit Corporate & Investment Banking act as joint global coordinator and joint bookrunner.

Pedersoli team, composed of Carlo Re and Marcello Magro (Equity Partner), Fabrizio Grasso (Senior Associate), Federico Tallia, Alessia Castelli and Marco Sala (Associates) and Riccardo Monge (Trainee), has advised Juventus in relation to all aspects of Italian law in the capital increase and the offer.

Shearman & Sterling has advised Juventus in relation to the international law aspects with a team composed of Tobia Croff (Partner) and Carlotta Giani (Associate).

Linklaters has advised, both in relation to the public offer in Italy and the institutional placement, the pool of banks involved in the transaction with a team led by Ugo Orsini (Partner) and composed of Francesco Eugenio Pasello (Managing Associate), Matteo Pozzi (Associate) and Daniele Casà (Trainee).

 

 

FOR FURTHER INFORMATION:

Marketing & Business Development Department

Pedersoli Studio Legale

Tel: +39 02 30 30 51

E-mail: marketing@pedersoli.it


Sara Balzarotti

Ad Hoc Communication Advisors

Tel. +39 335 1415584

E-mail: sara.balzarotti@ahca.it

Pedersoli introduces a series of meetings on topics connected to the art field

Milan, 29 November 2019 – A series of workshops promoted by Pedersoli Studio Legale and reserved to collectors and art lovers has started.

The first meeting “Sale and circulation of a work of art: legal and tax profiles, due diligence and the role of market operators”, has involved Andrea de’ Mozzi, Equity Partner at Pedersoli Studio Legale, tax law expert, Laura Castelli, professor at Università degli Studi di Milano, Domenico Filipponi, Head of Art Advisory Services at Cordusio Fiduciaria and Filippo Lotti, Managing Director at Sotheby’s Italy.

The second meeting has focussed on the topic “Obligations for exportation, assessment on the origin and aspects of liability in connection with the circulation of works of art in the market” with the participation of Antonella Crippa, Collection Chief Curator at UBI Banca, Clarice Pecori Giraldi, Principal of CPG Art Advisory with Enrico Maria Mancuso, Equity Partner at Pedersoli Studio Legale, who has explained criminal aspects potentially connected to the unlawful exportation of works of art.

The third and fourth meetings, planned for early 2020, will be focused respectively on the authenticity of a work of art and the generational transfer of collections.

Speakers, inter alia, will be Matteo Lampertico, from Lampertico Gallery, Matteo Molinari, Professional Trustee at A.D. Beni in Trust S.r.l. and Mattia Pivato, from Catholic University of Milan including other representatives of artist’s archives and art market operators.

Meetings take place at the Milan offices of Pedersoli Studio Legale, which, by this event, promotes its expertise in art law. In fact, the Firm has a long-standing tradition in the assistance of individuals and entities in the management of issues connected to the art field, with specific focus on civil, criminal, administrative and tax law aspects, mainly in relation to generational transfers of artistic assets, as well as disputes among owners of works of art, artists, galleries, auction houses and institutions.

 

 

FOR FURTHER INFORMATION:

Marketing & Business Development Department

Pedersoli Studio Legale

Tel: +39 02 30 30 51

E-mail: marketing@pedersoli.it


Sara Balzarotti

Ad Hoc Communication Advisors

Tel. +39 335 1415584

E-mail: sara.balzarotti@ahca.it

The law firms involved in the merger Inwit-Vodafone Towers

Milan, 19 November 2019 – Pedersoli Studio Legale has advised Infrastrutture Wireless Italiane S.p.A. (“Inwit”) in the structuring of the merger project and the additional documents of the merger by incorporation of Vodafone Towers S.r.l. (“VOD Towers”), advised by Nctm Studio Legale, into Inwit.

The merger project, approved on 18 November 2019 by the Board of Directors of Inwit, represents one of the milestones of the transaction relating to the combination of Vod Towers and Inwit towers and that will result in the first Italian Tower Operator and the second independent operator in Europe, having more than 22 thousand towers. Upon completion of the merger, Inwit will be equally owned by TIM and Vodafone Europe, the companies currently controlling respectively Inwit and VOD Towers.

The merger project will be submitted to the Shareholders’ Meeting of Inwit next 19 December by white wash procedure. The execution of the transaction is subject to certain conditions precedent.

Pedersoli Studio Legale has advised Inwit with a team led by Carlo Pedersoli (Equity Partner) together with Andrea Gandini (Equity Partner), involving also Diego Riva (Equity Partner) and Marida Zaffaroni (Partner) as to M&A aspects and commercial agreements, Davide Cacchioli (Equity Partner) and Alessandro Bardanzellu (Partner) in relation to antitrust and golden powers issues, while Marco Trevisan (Senior Associate), Rosaria Costanzo and Alessandro Zuccaro (Associates) have provided legal assistance for administrative law matters. Maura Magioncalda (Equity Partner), with the support of Michele Parlangeli (Senior Associate) and Giuseppe Smerlo (Associate) have advised on the release of Binding Commitments by the lenders and Francesca Leverone (Junior Partner) has advised on Capital Market aspects.

Nctm Studio Legale has advised Vodafone with a team led by Vittorio Noseda and Matteo Trapani (Equity Partners), involving also Lucia Corradi (Salary Partner).

In the context of the agreements entered into for the said transaction, TIM has been advised by the international law firm Gianni, Origoni, Grippo, Cappelli & Partners with a team led by Francesco Gianni and Alfredo D’Aniello (Partners), involving also Giulia Staderini (Of Counsel), Chiara Gianni and Filippo Ughi (Counsels), Lavinia Bertini and Caterina Pistocchi (Associates), while Piero Fattori and Salvatore Spagnuolo (Partners) have provided legal assistance as to antitrust issues.

 

 

FOT FURTHER INFORMATION:

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Pedersoli Studio Legale

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Eni gas e luce S.p.A. acquires from L&B Capital S.p.A. and Enventi S.r.l. a shareholding equal to 70% in Evolvere S.p.A.

Milan, 19 November 2019 – Eni gas e luce S.p.A. has entered into with L&B Capital S.p.A. and Enventi S.r.l. an agreement for the acquisition of a shareholding equal to 70% of Evolvere S.p.A., a leading group in the sector of distributed generation, managing over 10,000 photovoltaic systems, of which 8,000 owned, located throughout Italy, with an overall installed capacity of approximately 54 MW. The completion of the acquisition is subject to the occurrence of certain conditions precedent, including the clearance by the competent regulatory authorities.

The sellers, L&B Capital S.p.A. and Enventi S.r.l., have been advised, as to the financial aspects, by L&B Partners and Rothschild & Co. L&B Partners team has been managed by Flavio Di Terlizzi and it included Riccardo Ciurlanti, Claudia Grimaldi and Giovanni Marino, while Rothschild & Co team has been led by Alessandro Bertolini Clerici, with the involvement of Domenico Paglia and Luca Molinari.

As to legal aspects, L&B Capital S.p.A. and Enventi S.r.l. have been advised by L&B Partners Avvocati Associati, with a team led by Michele Di Terlizzi and composed of Davide Pelloso and Giulia Paternostro.

The purchaser Eni gas e luce S.p.A. has been advised, as to legal aspects, by Pedersoli Studio Legale, with a team led by Ascanio Cibrario and including Luca Rossi Provesi, Giorgio Sorci and Alessandro Airaghi as to corporate aspects, while Giovanni Battista De Luca has managed the administrative law due diligence. Barclays has provided assistance in relation to financial aspects, with a team led by Andrea Pederzoli.

The in-house counsels of the purchaser involved in the transaction are Pietro Galizzi, Head of Legal and Regulatory Affairs at Eni gas e luce, Federica Andreoni and Niccolò Pallesi of the M&A legal team at Eni S.p.A..

 

 

FOR FURTHER INFORMATION:

Marketing & Business Development Department

Pedersoli Studio Legale

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Sara Balzarotti

Ad Hoc Communication Advisors

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E-mail: sara.balzarotti@ahca.it

Pedersoli with Snam in the acquisition of Tea Servizi

Milan, 18 November 2019 – Pedersoli Studio Legale has advised Snam in the acquisition, through its subsidiary Asset Company 4 S.r.l., of the whole share capital of TEA Servizi S.r.l., an Energy Service Company (ESCo) operating in the design, implementation and management of thermo-hydraulic and electrical systems for industrial customers, with a specific focus on small- and medium-sized enterprises.

The in-house legal counsels of Snam, led by Marco Reggiani (General Counsel) and Gloria Bertini (Head of Foreign Assets Legal Affairs), including Valentina Milazzo (Senior Legal Counsel), have been supported by Pedersoli Studio Legale with a team composed of Luca Saraceni (Equity Partner) and Gregorio Lamberti (Associate) in relation to corporate law aspects, while Sergio Fienga (Equity Partner) and Alessandro Zuccaro (Associate) have provided legal assistance in relation to the administrative law due diligence.

Giovanardi – Pototschnig with a team led by Giulia Quarato (Counsel) and Marco Marinoni (Partner) has advised the seller in all activities for the sale transaction, providing legal assistance in the organisation and management of the due diligence, in the structuring of the transaction and the negotiation of the terms of sale.

 

 

FOR FURTHER INFORMATION:

Marketing & Business Development Department

Pedersoli Studio Legale

Tel: +39 02 30 30 51

E-mail: marketing@pedersoli.it


Sara Balzarotti

Ad Hoc Communication Advisors

Tel. +39 335 1415584

E-mail: sara.balzarotti@ahca.it

The law firms involved in the investment of Made in Italy Fund in the project relating to wine sector of Prosit S.p.A.

Milan, 23 October 2019 – Pedersoli Studio Legale and DLA Piper have advised respectively Made in Italy Fund – a private equity fund of Quadrivio Pambianco group, which invests in Italian SMEs operating in fashion, food, beauty and design sectors with high growth potential – and PROSIT S.p.A. in the investment transaction aimed at implementing a project for the creation of a portfolio of wines representative of Italian winemaking excellence, investing in premium and super premium Italian wineries.

PROSIT, a company founded by Sergio Dagnino, manager with a long standing experience in the sector, has entered into agreements aimed at the acquisition of the first two target wineries, Torrevento e Collalbrigo.

Pedersoli team that has advised Made in Italy Fund has been led by Ascanio Cibrario (Equity Partner) and involving Luca Rossi Provesi (Counsel), Edoardo Augusto Bononi and Giacomo Massironi (Associates) in relation to the legal corporate aspects of the transaction, while Andrea Scarpellini (Associate) has provided legal assistance as to labour law matters.

DLA Piper has advised PROSIT in the execution and negotiation of the Investment Agreement with Made in Italy Fund and the execution and negotiation of the framework agreements for the entry into the corporate capital of the first two target companies, Torrevento based in Puglia and Collalbrigo based in Veneto.

As to legal aspects of the transactions, PROSIT has been advised by DLA Piper with a team composed of Danilo Surdi (Partner, Head of Corporate Practice), with the support of Barbara Donato (Legal Director) in relation to Torrevento and Collalbrigo transactions, in addition to Sira Franzini (Lawyer) and Giulia Scalfi (Trainee) in relation to Quadrivio Pambianco transaction.

Collalbrigo Grandi Vini S.r.l. has been advised by Studio Legale Gitti and Partners, represented by Gianandrea Rizzieri and Matteo Treccani (Partners) and Filippo Maria Sanna (Associate), while Torrevento has been provided legal assistance by Trevisan & Cuonzo, represented by Vincenzo Acquafredda and Roberta Stasi.

STOUT Italia, represented by Simone Bassanini (Managing Partner) has acted as financial advisor of PROSIT.

The closing will be subject to customary clearances provided for in relation to such transactions.

 

 

FOR FURTHER INFORMATION:

Marketing & Business Development Department

Pedersoli Studio Legale

Tel: +39 02 30 30 51

E-mail: marketing@pedersoli.it


Sara Balzarotti

Ad Hoc Communication Advisors

Tel. +39 335 1415584

E-mail: sara.balzarotti@ahca.it

Pedersoli with Route Capital Partners and Ainvest Private Equity in the club deal for Susy Mix

Milan, 7 October 2019 – Pedersoli Studio Legale, with a team led by Luca Saraceni (Equity Partner), has advised Route Capital Partners, Ainvest Private Equity and other investors, in the structuring of a club deal for the entry in the corporate capital of Susy Mix Srl, a company based in Bologna and among of the main Italian operators in the sector of woman fast fashion.

The founders, Gianluca Santolini, Michela Beccaletto, Pier Paolo Comandini and Carlo Comandini, creators of the corporate development and success, have re-invested in the project, maintaining also the control of the operation management of Susy Mix.

Pedersoli team that has supported the investors in the transaction, has involved also Gregorio Lamberti (Associate) for legal corporate aspects and Daniela Caporicci for tax matters.

The founding shareholders have been advised by Legance – Avvocati Associati with a team composed of Monica Colombera (Partner) and Erwin Zanetti (Associate).

RCCD, represented by Morena Bontorin (Partner), Deborah De Rosa (Associate) and Giuseppe Murano (Trainee), has advised the fund and the investors as to legal aspects of the financing. Eversheds Sutherland has advised UniCredit, which has acted as lead arranger and lender, with a team led by Marco Franzini (Senior Partner), composed of Angelo Alfonso Speranza (Principal Associate) and Sara D’Irti (Junior Associate). Studio Perotta & Partners, represented by Emanuele Carlo Passera and Federico Mariscalco Inturretta, has drafted the tax due diligence. UBS has acted as trustee.

RS Notai, represented by its funding partner Lorenzo Stucchi, has provided assistance in relation to notarial aspects.

 

 

FOR FURTHER INFORMATION:

Dipartimento Marketing & Business Development

Pedersoli Studio Legale

Tel: +39 02 30 30 51

E-mail: marketing@pedersoli.it


Sara Balzarotti

Ad Hoc Communication Advisors

Tel. +39 335 1415584

E-mail: sara.balzarotti@ahca.it

Pedersoli with Made in Italy Fund in the acquisition of MOHD

Milan, 4 October 2019 – Pedersoli Studio Legale, with a team led by Ascanio Cibrario (Equity Partner), has advised Made in Italy Fund, a private equity fund promoted by Quadrivio & Pambianco, which invests in world-class Italian SMEs, operating in the fashion, food, beauty and design sectors, in the agreements to acquire the majority of MOHD, a leading Italian company in the design and distribution of high-end quality furniture, belonging to Mollura family.

Made in Italy Fund will support Gianluca Mollura, entering the corporate structure with a majority shareholding equal to 52% of the corporate capital. Gianluca Mollura will be President and CEO of the company.

Pedersoli team, which has advised Quadrivio & Pambianco in relation to the legal and corporate aspects of the transactions, involved also Luca Rossi Provesi (Counsel), Edoardo Augusto Bononi and Giancarlo Maniglio (Associates), while Andrea Scarpellini (Associate) has provided legal assistance in relation to labour law issued. The tax due diligence has been carried out by PwC TLS with a team led by Egidio Filetto (Partner) and composed of Luisa Vacca and Mario Rendo (Senior Managers). PwC has carried out the financial due diligence with a team led by Emanuela Pettenò and Giorgio Gorla. The due diligence on IT systems has been carried out by Indra, represented by Sergio Scornavacca.

Mollura family has been advised by Parisi & Associati, represented by Antonio Parisi, as to the tax, financial and strategic aspects of the transaction, while Dario Latella has provided legal assistance.

The acquisition represents the second investment of Made in Italy Fund. The first one has been executed in September 2018, in which Pedersoli has advised the Fund in the acquisition of a majority shareholding of Palladium Moda, a company to which the brand 120% Lino belongs.

 

FOR FURTHER INFORMATION:

Marketing & Business Development Department

Pedersoli Studio Legale

Tel: +39 02 30 30 51

E-mail: marketing@pedersoli.it


Sara Balzarotti

Ad Hoc Communication Advisors

Tel. +39 335 1415584

E-mail: sara.balzarotti@ahca.it