Fonte: Global Legal Chronicle | Publicado em 16/11/2020 | Clique aqui para ver a publicação original
Martinelli Advogados and Demarest advised on the transaction the Brazilian Companhia Nacional de Cimento (CNC), a wholly owned subsidiary of BCPAR, company in which Buzzi Unicem holds 50% of the share capital in a joint venture with Grupo Ricardo Brennand, has signed a purchase agreement for the businesses of the CRH group operating in Brazil.
The CRH companies operating in Brazil own three full-cycle cement plants and two grinding plants, all of them located in the South-East area of the country. The acquisition will result in a significant strengthening of BCPAR, which, by the way, is also operating in the Southeastern Brazilian market. In 2019, CRH Brazil sold approximately 2.5 million tons of cement.
The parties have agreed a price of US$ 218 million, subject to adjustments based on the net financial situation at the closing date, and the contract includes the usual guarantees provided for this type of transaction. Buzzi Unicem intervenes in the transaction in order to ensure its success, in particular by financing CNC, on an arm’s length basis, for a maximum amount equal to the expected consideration. This financial support may occur by using cash as well as credit lines already available.
In the framework of the acquisition of the Brazilian companies owned by CRH and in the case of its completion, Buzzi Unicem and Grupo Ricardo Brennand have agreed on some changes to the existing shareholders’ agreements, in order to consider the new scope of consolidation. However, the changes do not have significant impacts on the current structure of the pacts. It should be noted that an amendment to the deadlines for the exercise of the put options assigned to Grupo Ricardo Brennand (which will be exercisable only in the first half of the years 2023, 2024, 2025 and 2027) and of the call option available to Buzzi Unicem (which will be exercisable in the first half of 2026) has been introduced and that the price of the put and call options will not be influenced, either positively or negatively, by the economic and financial performance of the target CRH companies.
The execution of the agreement is subject to approval by the Brazilian antitrust authority (CADE).
Martinelli Advogados advised BCPAR and Buzzi Unicem S.p.A. with Luciana Felisbino (Picture), Caetano Thomaz Fernandes Antunes and Rachel Loschiavo.
Demarest advised CRH plc. with Milena Fernandes Mundim, Paola Pugliese, Paulo Frank Coelho da Rocha, Fernanda Stefanelo, Henrique Rodrigues Anders, Izabella Reis and Marcelo Peloso.