Lawyer Monthly Magazine - January 2019 Edition

DEC 2018 118 Transactions www. lawyer-monthly .com ADVISER INTERVIEW Beatriz Castelar Mezo Lawyer at Bufete Barrilero y Asociados Please tell me about your involvement in the deal Our client, Kaizaharra Corporación Empresarial (KCE), entrusted Bufete Barrilero y Asociados with the comprehensive legal advice for the acquisition of the Intimus Group. The M&A team of Bufete Barrilero y Asociados worked together with the client ,not only in boosting the acquisition, but also in negotiating the terms and conditions of the acquisition and managing the negotiation, the drafting and closure of every agreement and document of the transaction including the sale and purchase agreement, guaranties structure and supplementary agreements. I would like here to underline the fact that whenever a client entrusts us with a transaction of this kind, at Bufete Barrilero y Asociados our mission is crystal clear. Obviously, we are responsible for each and every legal aspect and document involved in the process, but our clients know they can depend on us to go the extra mile. This means total commitment to our client and we work together to make it happen by managing intangibles and any nuance that might possibly arise during the process, in order to achieve the client’s goals which are primarily closing the transaction within the optimum price, deadlines, legal certainty and commitment to the future of the key people involved in the project. Why is this a good deal for all involved? Our client, Kaizaharra Corporación Empresarial KCE is a recently established business corporation, headquartered in Bilbao and promoted by Mr. Iñaki López Gandásegui. His vision is investment in medium-sized companies based in Spain with the aim of enhancing development opportunities, reinforcing technological, internationalisation and management capabilities by taking advantage of existing synergies and those that arise within KCE. Accordingly, the acquisition of the Intimus Group is especially relevant for KCE as it is the first majority purchase comprising the first of a series of acquisitions already set in motion, programmed for the creation and consolidation of a renowned industrial corporation. For the seller, PHI Industrial, we understand this transaction happened at the right time and under the expected conditions. Equally important,t is the identity of the purchaser, as the KCE vision together with the Intimus team is a solid guarantee for the future evolution of the Intimus Group. What challenges arose? How did you navigate them? Given the corporate structure of the Intimus Group with operating companies in different countries (UK, USA, Spain, Germany, Portugal, Austria, Netherlands, Belgium, Luxemburg, Check Republic and China), the crucial challenge of the transaction is definitely the factor of risk management involved in the acquisition, in the identification of possible contingencies as well as in the definition and negotiation of the seller’s responsibility structure. The negotiation of the seller’s representations and guaranties and the inherent responsibility involved was a tough and intense task which, by means of collaboration, purchaser, seller and their respective legal teams were able to succeed with goodwill, flexibility and common sense, successfully formalising the transaction for all parties concerned. Transaction Report PHI Industrial exits Intimus to Kaizaharra Corporación Empresarial The private equity fund Spanish expert in restructuring PHI Industrial has sold ownership of Intimus Group to the Spanish investment company Kaizaharra Corporación Empresarial. Intimus International Group is an international company headquartered in Markdorf, Lake of Constance, Germany, with regional offices in 10 countries around the world. Founded in 1956 as Schleicher, the intimus brand was born in 1965 with the introduction of the intimus Simplex, their first office shredder. The management team, headed by Javier Ortiz de Zárate, will continue to guide the company’s steps in the new stage that it opens under the control of Kaizaharra Corporación Empresarial. This announcement appears as a matter of record only PHI Industrial Exits Intimus To Kaizaharra Corporación Empresarial Has acted as legal adviser to: Kaizaharra Corporación Empresarial