Support of Client’s Acquisition of Company in Moscow Region, Owning Manufacturing Facilities

Client ALFAGOMMA S.p.A. (Italy)

Description

In order to arrange manufacturing of its products in the Russian Federation, ALFAGOMMA S.p.A. (the Client), one of the world leaders in industrial water supply equipment manufacturing, whose head office is located in Italy, has decided to acquire a manufacturing site in the Moscow Region comprising the industrial land plots and the buildings located thereon: manufacturing and utility rooms, communal infrastructure facilities. It has been decided to make a transaction as an acquisition of one hundred per cent of the participatory interests in the authorized capital of a Russian limited liability company owning the above real property. The Client has turned to Gorodissky & Partners for comprehensive support for this transaction.

Solution

First of all, the experts of Gorodissky & Partners have conducted comprehensive legal due diligence of the Russian LLC (limited liability company) being acquired, including:

• check of corporate matters, including for the current interest holders’ rights to hold participatory interests in the LLC being acquired;
• key issues of the LLC’s proper functioning during the last three years before the period of thetransaction (check for the relevant licences and authorizations, due execution of major transactions, the lack of heavy debts and bankruptcy indicators, etc.);
• check for due execution of title to the LLC’s core assets: land plots and real property facilities located thereon;
• check for proper execution of employment relations with key employees, including check for the lack of “golden parachute” conditions in employment contracts;
• check for current and potential court disputes involving this LLC and for administrative proceedings.

To check the LLC’s financial statements and tax reports and to determine its current financial position, we have engaged a specialized auditing firm, which has provided an opinion on correspondence of the LLC’s financial statements as of the last reporting date to the real state of affairs.

Then, our experts have prepared key parameters of the transaction and assisted the Client in negotiations with the sellers’ representatives on the value of participatory interests, the procedure for their payment, and other material aspects of an agreement. It has been examined separately whether it is necessary to obtain a consent from the anti-monopoly authority to this transaction (this issue has appeared due to the large amount of assets owned by the Client around the world).

The key transaction documents have been prepared and sent to the adverse party’s lawyers: participatory interests sale and purchase agreements, parties’ representations and warranties, corporate approvals of the transaction, etc.

After signing the documents before the notary and making necessary amendments to the information about this LLC in the Unified State Register of Legal Entities, the experts from Gorodissky & Partners have followed up fulfilment by the seller of the transaction conditions, in particular, transfer of the LLC’s incorporation documents, licences, documents of title to the property, and others.

Result

As a result, the Client has acquired one hundred per cent of the participatory interests in the LLC owning the manufacturing site in Moscow Region and has got the opportunity to develop its own manufacturing on this site.