Lawyers in Brazil and the US have negotiated the merger of two of Brazil's largest food companies, Perdigão and Sadia.
The deal, agreed on 19 May, is expected to make new company Brasil Foods the largest producer and exporter of processed meat in the world.
In Brazil, Perdigão is using Bocater, Camargo, Costa e Silva Advogados, with the participation of Machado, Meyer, Sendacz e Opice Advogados on some corporate and capital markets issues and Fontes, Tarso Ribeiro Advogados on antitrust matters. Simpson Thacher & Bartlett LLP is providing US counsel.
Sadia's Brazilian legal team is led by long-term counsel Barbosa Müssnich & Aragão, with Barretto Ferreira, Kujawski, Brancher e Gonçalves assisting more recently on the deal structuring and drafting of the merger agreement. The company is also using Cravath, Swaine & Moore LLP in the US.
Lawyers on both sides say the size of the companies and their different shareholder bases created difficulties. "Perdigao is owned by a group of pension funds, whereas Sadia has almost 100 individual shareholders," says Barbosa Müssnich partner Paulo Aragão. "That caused a number of complex problems."
There are also international compliance issues because Perdigao and Sadia are publicly listed in the US as well as in Brazil. "The deal requires significant coordination between Brazilian and US counsel on regulatory and disclosure requirements in the two countries," says Simpson Thacher partner John Ericson.
The transaction involves a share swap that will see Perdigão's shareholders acquire 68 per cent of Brasil Foods, with Sadia's receiving 32 per cent. The new company then intends to raise 4 billion reais (US$2 billion) in a public share offering.
The deal remains subject to the approval of Sadia's shareholders, and must then be submitted to antitrust authorities in Brazil and other jurisdictions in which the companies do business.
Aragão says, "I have been working on this, on and off, for several years - but there is still a long way to go."
Counsel to Perdigão
· In-house counsel - Silvia Coelho
Brazil
· Bocater, Camargo, Costa e Silva Advogados
Partner Francisco Costa e Silva and associates Carlos Augusto, Lucimara Lima and Mauricio Rossi
· Machado, Meyer, Sendacz e Opice Advogados
Partners Eliana Ambrósio Chimenti and Nei Schilling Zelmanovits
· Fontes, Tarso Ribeiro Advogados
Paulo de Tarso Ribeiro
US
· Simpson Thacher & Bartlett LLP
Partners Glenn Reiter and John Ericson and associates Grenfel Calheiros and Jonathan Lieberman
Counsel to Sadia
· In-house counsel - Romeu Amaral
Brazil
· Barbosa Müssnich & Aragão
Partners Paulo Cezar Aragão, Monique Mavignier, Luiz Antonio de Sampaio Campos and Barbara Rosenberg and associates Daniela Soares, Priscila Jane dos Santos, Mariane Pereira, José Carlos da Matta Berardo and Marcos Antonio Exposto Jr
· Barretto Ferreira, Kujawski, Brancher e Gonçalves
Partner Gustavo Contrucci
US
· Cravath, Swaine & Moore LLP
Partners David Mercado and Craig Arcella and associates Jonathan Davis, Minji Cho, Roberto Bruno and Camila Amaral
(Latin Lawyer 21.05.2009)
(Notícia na Íntegra)
