Pedersoli with Intesa in the acquisition of the majority interest in RBM Assicurazione Salute

Milan, 20 May 2020 – Pedersoli Studio Legale has advised Intesa Sanpaolo Vita in the acquisition of the majority interest (to be increased up to 100% of the share capital) in RBM Assicurazione Salute, third operator in Italy in the health insurance market, previously owned exclusively by RBH Group of Favaretto family. The new company was named Intesa Sanpaolo Rbm Salute.

By this transaction, authorised on 16 April 2020 by the Italian Institute for Insurance Supervision (IVASS), Intesa Sanpaolo group strengthens its position in health business.

Pedersoli team providing legal assistance to Intesa Sanpaolo Vita in the transaction is led by Carlo Pedersoli (Equity Partner) and it is composed of Csaba Davide Jákó (Partner) and Edoardo Pedersoli (Senior Associate) as to corporate M&A aspects, while Davide Cacchioli (Equity Partner) has counselled on antitrust matters and Alessandro Zappasodi (Partner) has advised on regulatory issues. Francesco Simoneschi (Equity Partner) and Carlo Antonio Talarico (Associate) have managed labour law aspects.

RBH Group has been advised as to legal aspects by Giuseppe Chinaglia at Studio Legale Avvocati Chinaglia.

 

 

FOR FURTHER INFORMATION:

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it

Ambienta has announced the acquisition of Create Flavours: the advisors involved

Milan, 12 May 2020 – Ambienta SGR S.p.A., the largest European Private Equity fund focussed on sustainability, has announced the 100% acquisition of Create Flavours, one of the UK’s largest producers of natural flavourings for the food & beverage industry.

As a result of the acquisition of Create Flavours, Nactarome Group further consolidates its position as independent leader in the European market of flavourings and natural ingredients, with revenues exceeding €110 million and over 4,200 customers served through ten production plants in Europe. Nactarome is confirmed as a strategic asset thanks to an increasingly wide range of products in the field of flavourings, colours and natural ingredients.

Pedersoli Studio Legale has  provided legal assistance to the purchaser as Italian counsel with a team composed of Alessandro Marena (Equity Partner), Edoardo Augusto Bononi and Elisa Bertoni (Associates). Pedersoli team has acted in cooperation with the professionals of Mills & Reeve LLP: Peter McLintock (Partner), Hayley Simonds (Senior Associate) and Hollie Licence (Associate).

Facchini Rossi Michelutti has advised the purchaser in relation to all tax aspects of the transaction with a team composed of Luca Rossi and Giancarlo Lapecorella (Partners) and Marco Belloni (Associate). They have acted in sinergy with Mayer Brown as to UK tax aspects.

Ambienta has also engaged the services of Roland Berger (business due diligence), KPMG (financial and tax due diligence), EY (debt advisor). Create Flavours has been assisted by RSM (financial advisors) and WBD (legal advisors).

 

 

FOR FURTHER INFORMATION:

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it

The law firms involved in the acquisition of Zobele Group

Milan, 8 May 2020 – Knowlton Development Corporation has completed the acquisition of Zobele Group, multinational company with over 5,000 employees specialized in the production of consumer products for home care such as insecticides and perfumes for the environment, and which has as customers some of the major players worldwide.

Skadden Arps Slate, Meagher & Flom has advised the sellers with a team led by Steve J. Daniels and Sandro De Bernandini (Partners). Pedersoli Studio Legale has provided legal assistance to DH Private Equity Partners as Italian counsel and the company Zobele Holding with a team led by Ascanio Cibrario (Equity Partner) and composed of Luca Rossi Provesi (Counsel), Giacomo Massironi and Edoardo Augusto Bononi (Associates). Pedersoli Studio Legale has advised also on banking & finance aspects with a team composed of Maura Magioncalda (Equity Partner), Alessandra de Cantellis (Partner), Enrico Morolli and Anna Guadagnin (Associates).

Knowlton Development Corporation has been assisted by Weil, Gotshal & Manges, with a team led by Christopher R. Machera with Thomas L. Forman II and Theodora Tavridou, including Carnelutti Law Firm, with a team led by Carlo Pappalettera with Matteo Bazzani, Cecilia Cagnoni Luoni and Alessandro Asti, for Italian law aspects.

Chiomenti has advised Enrico Zobele with a team led by Filippo Modulo (Partner), Francesca Villa (Senior Associate) and Fabiana Giordano (Associate).

 

 

FOR FURTHER INFORMATION:

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it

The legal advisors in the EXOR/GEDI transaction

Milan, 24 April 2020 – The transfer of GEDI’s assets from CIR to Exor has been executed. Pedersoli Studio Legale has advised EXOR in the acquisition of the majority interest in GEDI Gruppo Editoriale S.p.A., Italy’s first newspaper publisher with La Repubblica, La Stampa and 13 local newspapers, publisher of magazines (including, without limitation, L’Espresso) and leader as to audience of digital information, as well as one of the main groups in radio sector with 3 national broadcasters, among which, Radio Deejay.

Specifically, Giano Holding S.p.A., a company fully owned by EXOR, has completed the acquisition of 43.78% of GEDI from CIR S.p.A. – Compagnie Industriali Riunite, advised by the international law firm Gianni, Origoni, Grippo, Cappelli & Partners

Moreover, Giano Holding has acquired also 5.06% corporate capital of the publishing group held by Mercurio S.p.A. owned by Perrone family, counseled by Chiomenti and it has entered into an agreement with Sia Blu and Giacaranda Caracciolo, advised by Dario Trevisan, for the acquisition of their interests in GEDI equal to 6.07% of the share capital.

At the same time, an investment agreement, a shareholders’ agreement and a put & call agreement have been entered into between CIR, EXOR and Giano Holding, including also an investment agreement, a shareholders’ agreement and a put & call agreement between Mercurio, EXOR and Giano Holding relating to the acquisition by CIR and Mercurio of an interest in Giano Holding each representing, in transparency, 5% of GEDI’s corporate capital.

Pedersoli Studio Legale has acted with a multi-disciplinary team managed by Carlo Re (Equity Partner) and composed of Fabrizio Grasso (Senior Associate) and Alessia Castelli (Associate). Capital marketsd aspects relating to the takeover bid have been analysed by Marcello Magro (Equity Partner) with Marta Sassella (Partner) and Vittoria Deregibus (Associate), while Davide Cacchioli (Equity Partner) and Alessandro Bardanzellu (Partner) have provided legal assistance in relation to antitrust law matters.

GOP has advised CIR with a team led by Antonio Segni (Partner) and composed of Lidia Caldarola (Partner) and Davide De Franco (Associate). Capital markets aspects relating to the takeover bid have been analysed also by Andrea Aiello (Partner) and Giulia Staderini (Of Counsel), while Francesco Salerno and Piero Fattori (Partners) have provided legal assistance in relation to antitrust law matters.

Chiomenti has advised Perrone family with a team managed by Italo De Santis (Partner) with the support of Matteo Costantino and Francesca Ermice (Associates).

Trevisan & Associati, for Giacaranda Caracciolo, has acted with Dario Trevisan (Managing Partner).

 

 

FOR FURTHER INFORMATION:

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it

The law firms involved in the incorporation of Asacha Media Group – a pan-European company for the creation and production of audio-visual content

Milan, 21 April 2020Pedersoli Studio Legale, Portolano Cavallo and Legance are the Italian law firms involved in the incorporation and launch of Asacha Media Group, a new pan-European group – established with the financial support of Oaktree Capital Management private equity fund – which aims at becoming leader in the creation, production and distribution of original audio-visual content and which has integrated, from the very beginning, several European players in the sector, among which the Italian companies Picomedia S.r.l. and Stand By Me S.r.l. in addition to the French company Mintee Studio Sas.

Pedersoli Studio Legale, legal advisor of Picomedia S.r.l., has acted with a team led by Ascanio Cibrario (Equity Partner) and composed of Luca Rossi Provesi (Counsel), Giacomo Massironi and Andrea Scarpellini (both Associates), the latter providing assistance in relation to labour law matters. Moreover, Michele Casò has acted as financial advisor of Picomedia S.r.l..

Portolano Cavallo, has supported Stand By Me S.r.l. and the relevant shareholders, with a team led by Francesco Portolano and Luca Gambini (both Partners) and Daniel Joseph Giuliano (Associate), including Andrea Gangemi (Partner) as to labour law aspects.

The shareholders of Picomedia S.r.l. and Stand By Me S.r.l. have been assisted by the French law firm Chammas & Marcheteau, for the matters relating to their reinvestment in Asacha Media Group, while Latournerie Wolfrom Avocats has provided legal assistance to certain French key managers involved in the transaction.

Mayer Brown (Paris office) and Legance Avvocati Associati have advised Asacha Media Group and Oaktree Capital Management, as to legal and tax aspects, both relating to the structuring of the transaction and the integration of Picomedia S.r.l. and Stand By Me S.r.l. in the new group.

The team at Legance Avvocati Associati has been managed by Marco Graziani (Partner), including Alberto Vaudano (Senior Counsel) and Riccardo Paganin (Senior Associate), with the support of Giulia Lazzari and Valeria Fiormonti (both Associates), as well as Paola Degl’Innocenti (Counsel) as to labour law aspects and Francesca Sipala (Associate) in relation to tax matters.

 

 

FOR FURTHER INFORMATION:

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it

The law firms involved in the recapitalisation of Sisma S.p.A.

Milan, 3 April 2020Pedersoli, Linklaters, BonelliErede and Nunziante Magrone are the law firms involved in the recapitalisation of Sisma Spa, a leading Italian company in the production and distribution of products for household, personal care and tableware, including the famous toothpicks Samurai.

Sisma Spa has entered into with Clessidra Restructuring Fund, an alternative investment fund promoted by Clessidra SGR and Magnetar Capital, an agreement aimed at acquiring a stake in the share capital of the company, through the conversion into shares of almost all medium and long-term receivables, amounting to approximately 60 million euro.

The entry into the shareholding structure of Sisma is part of a broader plan for the relaunch and development of the company for which new financial resources will be provided.

Pedersoli Studio Legale, advisor of Clessidra SGR, has provided legal assistance with a team led by Maura Magioncalda (Equity Partner), with the support of Alessandra De Cantellis (Partner) and Giuseppe Smerlo (Associate). Giovanni Bandera (Equity Partner) has been involved in the transaction as to tax aspects, as well as Csaba Davide Jákó (Partner) and Andrea Scarpellini (Associate) in relation to corporate law matters.

Magnetar has been advised by Linklaters as to the banking and restructuring aspects with a team led by Francesco Faldi (Partner), Valentina Armaroli (Managing Associate) and Maria Chiara De Biasio (Associate). Corporate law matters have been analysed by Pietro Belloni (Partner) and Chiara Venditti (Associate), while capital market issues have been managed by Dario Longo (Partner) and Federico Fanelli (Associate). Anna Ferraresso (Managing Associate) has provided legal assistance in relation to regulatory matters, while Roberto Egori (Partner) and Sergio Merlino (Associate) have advised on tax aspects. Francesca Barbero (Counsel) and Angela Bruno (Managing Associate) have analysed labour law matters. Lucio D’Amario (Partner), Alessandro De Stefano and Matteo Farneti (Managing Associates) and Lorenzo Sfragara (Trainee) have provided legal assistance in relation to antitrust law issues.

Nunziante Magrone, represented by Oscar Podda and Alessandro Fermi, has advised Sisma Spa.

BonelliErede has provided legal assistance to the banks with a team led by Vittorio Lupoli (Partner) and composed of Gianpaolo Ciervo (Managing Associate), both members of the Corporate Crisis and Debt Restructuring Focus Team.

 

 

 

FOR FURTHER INFORMATION:

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it

Pedersoli, Studio Marchetti and Trevisan with Inwit in the first Shareholders’ Meeting under Covid emergency

Milan, 24 March 2020 – On 20 March 2020, Inwit’s Shareholders’ Meeting has taken place, the first meeting of a listed company to be held in compliance with the restrictive provisions set forth in the decrees relating to the current emergency.

Specifically, at the Shareholders’ Meeting the following subjects were present: the majority shareholder of the company as Chairman, the Notary Public Carlo Marchetti, who granted a proxy to the Notary Public Andrea De Costa as Secretary and the attorney Dario Trevisan as joint Representative of certain Shareholders.

The Board of Statutory Auditors and the Board of Directors have participated in the discussion of the meeting by conference call.

During the Shareholders’ Meeting all shareholders, for the first time, have expressed their votes remotely by electronic vote and/or by proxy.

The correct and proper development of the Shareholders’ Meeting, in a circumstance of emergency and subject to restrictions such as the current one, has been made possible by a team composed of Salvatore Lo Giudice (Inwit’s General Counsel), Pedersoli Studio Legale represented by Andrea Gandini (Equity Partner) and Francesca Leverone (Junior Partner), Studio Notarile Marchetti represented by Carlo Marchetti and Andrea De Costa and Studio Trevisan & Associati represented by Dario Trevisan.

 

FOR FURTHER INFORMATION:

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it

Pedersoli Studio Legale with Intesa Sanpaolo in the merger with UBI Banca

Milan, 18 February 2020 – Pedersoli Studio Legale advises Intesa Sanpaolo in the structuring of a voluntary public exchange offer relating to the entire share capital of UBI Banca equal to over 4.8 billion Euro.

In addition, Pedersoli Studio Legale has provided legal assistance to Intesa Sanpaolo in the drafting of a binding agreement with BPER Banca, which sets forth the transfer of a certain number of branches as a result of the transaction (approximately 400-500 branches).

The execution of the public offer is expected by the end of this year and it is subject to certain conditions and clearances to be obtained from the competent authorities.

Pedersoli Studio Legale advises Intesa Sanpaolo with a team led by Carlo Pedersoli and composed of Csaba Davide Jákó, Giulio Sandrelli, Edoardo Pedersoli and Paolo Manzoni. Antitrust law matters have been managed by Davide Cacchioli; capital market aspects of the transaction have been dealt with by Marcello Magro and Marta Sassella, with the support of Fabrizio Grasso, Federico Tallia, Nicolò Nardella and Riccardo Monge. Alessandro Zappasodi and Licia Mongiello have provided legal assistance in relation to regulatory matters of the banking and financial activity.

 

 

FOR FURTHER INFORMATION:

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it

Pedersoli with Voilàp in the acquisition of Mecal

Milan, 6 February 2020 – Pedersoli Studio Legale has advised Voilàp Holding in the negotiation of the agreements for the acquisition of 80% corporate capital of Mecal, an Italian company operating in the production of machines and systems for the processing of aluminium and light alloys.

This acquisition will increase the turnover of Voilàp group, specialised in technologies at the service of Smart Cities and operating in over 60 countries, up to more than 350 million Euro.

Pedersoli Studio Legale has provided legal assistance with an interdisciplinary team led by Andrea Faoro (Partner), including, Paolo Percivalle (Associate) and Alice Fazzioli for corporate law aspects, Marco Trevisan (Senior Associate) in relation to administrative law matters and Andrea Scarpellini (Associate) and Carlo Antonio Talarico (Associate) as to labour law issues.

Alantra, represented by Francesco Moccagatta and Marzia Cormun, has acted as financial advisor of Voilàp Holding.

The seller has been advised by Studio Antoniotti Commercialisti Associati represented by Pier Paolo Antoniotti and Massimiliano Elia, partner at Leading Law.

 

 

FOR FURTHER INFORMATION

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it

Pedersoli Studio Legale is “Law Firm of the Year” in the category Litigation

Awarded at Legalcommunity Energy Awards 2020

Milan, 31 January 2020 – Pedersoli Studio Legale has been awarded “Law Firm of the Year” in the category Litigation at Legalcommunity Energy Awards 2020.

The awarding committee has pointed out the competence and expertise of Pedersoli Studio Legale team, which stands out for “an excellent knowledge of the specific dynamics of the sector” and it is “led by Fienga, among the most appreciated professionals in the market”. The awarding committed has recalled that the Firm has been involved in the last year “in the most important engagement within administrative litigation”.

Sergio Fienga (Equity Partner), supported by the energy team, has been awarded during the event held yesterday evening in Milan with over 700 participants.

 

 

FOR FURTHER INFORMATION:

Pedersoli Studio Legale
Sebastiano Distefano, Laura Sala
Tel. +39 02303051
sebastiano.distefano@pedersoli.it, laura.sala@pedersoli.it

Ad Hoc Communication Advisors
Sara Balzarotti, Alessandro Michielli
Tel. +39 027606741
sara.balzarotti@ahca.it, alessandro.michielli@ahca.it