Effeffe is a producer of private label pet food located in Pieve Porto Morone.
The acquisition of Effeffe fits in the strategy of United Petfood to further strengthen its position in the international market; it will also enable the company to expand its business in the Italian market. The acquisition brings new growth opportunities and additional technological possibilities. The partnership also gives the group a strong base and continuity for all stakeholders.The Italian company has more than 30 years of experience in the private label pet food industry and employs 85 people.
United Petfood and Waterland were assisted for legal aspects by LMCR, with a team made up of Massimo La Torre, Leopoldo Giannini and Emanuele Campanaro.
The seller was assisted by Ergon Legal & Tax, with a team composed of Luca Shortglieri and Michela Catenaccio.
The lending banks, with ING Bank as agent bank, were assisted by Marco Lantelme, Martina Cacciatore and Cecilia Pepe at BSVA.
Arkios acted as the seller's financial adviser.
When working with the legal advisers of the other parties, a joint effort is always to be made to coordinate the financing side with the M&A side.
Interview with Marco Lantelme at BSVA
Please tell me about your involvement in the deal when advising ING Bank N.V.
We were involved in the transaction as Italian counsel to the Lenders and to the agent bank, ING Bank N.V.. We drafted all the documents for the Italian law aspects regarding the financing side of the transaction. We also provided legal advice on the financing side in the context of the share purchase by the new holder of the shares in the Italian target company Effeffe Pet Food S.p.A.. This also entailed working on all ancillary documents on behalf of the banks, by addressing the critical legal aspects in conjunction with the closing of the transaction. Our services included the drafting and/or revision of all relevant agreements and of the specific corporate approvals and procedures related to the transaction. The team was led by Marco Lantelme.
On the finance side, accurate legal work was to be provided in the context of the facilities which United Petfood Producers (UPP) has access to, by addressing the Italian side of the transaction on a comprehensive basis.
What problems may arise when working with the legal advisers of the other parties?
Transactions of this kind have several challenges. The most important challenge is always to have a tailor-made security package provided in line with the features and timeline of the transaction, often in the context of international facilities arrangements already in place which the fund may access to.
When working with the legal advisers of the other parties, a joint effort is always to be made to coordinate the financing side with the M&A side.
How do you overcome these issues to ensure all parties are happy by the close of transaction?
As it sometimes happens for these transactions, the financing can be sought once specific issues are addressed, including changing by-laws of the Italian target company, ensuring a solid and sound security mechanism and having a good set of security documents in place.
The security package is set to address the needs from different angles. Many technical and coordination aspects are be looked into to achieve a smooth execution of the transaction documents.
