Zepos and Yannopoulos - Services [ Mergers & Acquisitions ]

Mergers & Acquisitions

Mergers and Acquisitions constitute one of the major areas of our firm's practice and expertise.

We advise multinational companies as well as established local enterprises in connection with all corporate and tax aspects of mergers and acquisitions.

With respect to mergers, we assist our clients by setting out the actions to be taken and the relevant timetable in drafting the merger plan, the final merger agreement, the statutes of the merged company and the required corporate resolutions.

With respect to acquisitions, we organize and carry out legal due diligences, draft and negotiate share purchase and ancillary agreements and undertake all formalities required for the implementation of each acquisition. For example, we have conducted the legal due diligence of some of the largest groups of companies in Greece, such as Greek Telecom (OTE), Hellenic Petroleum, Sidenor and the Heracles-Halkis Cement group.

Our M&A practice provides advice to clients on the tax consequences and tax effective methods for cross-border and domestic consolidations and restructurings. Our tax background and expertise is a unique asset of our firm, highly valued by our clients who require comprehensive and efficient corporate and tax advice.

We are regularly requested to provide advice and tax planning proposals on the implementation of mergers, buy-outs, spin-offs and transformations of companies under Greek tax incentive laws, the transfer of business sectors or aggregates of assets and liabilities, the cross-border acquisition of shares or company parts and the drafting of tax warranties and clauses in M&A-related contractual agreements. We have also been requested to review and comment on parliament bills pertaining to the application of tax incentive laws on the restructuring for the privatisation of public-owned companies and to perform tax related evaluations of businesses or assets and liabilities.

Illustrative projects undertaken by our firm include advising the following:

Advising Edison SPA on its cooperation with DEPA, the Public Gas Corporation, for the establishment of a Greek company managing the Greek - Italian Natural Gas Submarine pipeline
Advising Nucor Corporation, one of the largest US steel industries,on the acquisition of a stake in the steel business of Sidenor Group (deal not consummated)
Advised PPC on its cooperation and shareholder’s agreement with Contour Global
The Hellenic Exchanges, the parent company of the Athens Stock Exchange, on the restructuring of its group of companies from a regulatory, corporate (including corporate tax analysis) and labour law point of view. We provided legal and tax advice on ways of restructuring including mergers and transfer of business activities
The Public Gas Corporation (DEPA) on the spin-off of the sector comprising the national system of natural gas within the Greek territory which was planned, according to the law, to be contributed to a newly-established company under the name "Hellenic Gas Transmission System Operator" (DESFA). Such spin-off was made in accordance with the law providing the deregulation of the natural gas market and our work involved regulatory, corporate and labour law issues. We were involved in the drafting of the Presidential Decree incorporating the Articles of Association of the new company, of the Presidential Decree regulating the transfer of employees as well as of other relevant documentation
The Public Gas Corporation (DEPA) on the merger by absorption of two of its subsidiaries engaging in the distribution of natural gas into a third subsidiary engaging in the same activity. We provided legal advice on all issues related to such merger, including drafting of the relevant agreements
Caisse Nationale de Credit Agricole on the acquisition of 6.7% shareholding of Commercial Bank of Greece and the related cooperation agreements between their subsidiaries. We conducted the due diligence of the Commercial Bank of Greece and its subsidiaries, participated in the drafting of the share purchase agreements, the shareholders agreements and the joint venture agreement. We also drafted and filed the relevant notification to the Competition Committee
Blue Circle Industries PLC (BCI) on the acquisition of the Heracles-Halkis Cement group, listed on the ASE. We advised BCI on all aspects of the transaction, including contract and company law issues, competition, administrative and environmental matters. We conducted a full legal due diligence of the 40 companies of the group including industrial plants, participated in the drafting of all relevant agreements and filed the relevant notification with the Competition Committee
Lenovo on the acquisition of IBM PC business in Greece
ExxonMobil Corporation on the dissolution of its joint venture with British Petroleum for their fuel and lubricants business in Greece
AIG on the creation of a joint venture in Greece following a re-structuring of local activities
Chevron Corporation and Texaco Corporation on their joint venture for their marine fuel and lubricants business in Greece and Texaco Corporation on the sale and purchase agreement of their fuels business assets in Greece with Royal Dutch Shell
Compaq and Hewlett Packard with respect to the implementation of their merger in Greece;
ABN AMRO on the sale of their Consumer and Commercial Clients Business in Greece to Aspis Bank
A major European telecommunications company with respect to the contemplated sale of its share in a Greek telecommunications provider and participating in the drafting and negotiation of the share purchase agreement
Bayer on the divestiture of its household business in Greece
Cadbury Schweppes with respect to the acquisition of Warner Lambert AE (formerly with Pfizer Inc.)
Tupperware Corporation with respect to the acquisition of the direct selling beauty care business of Sara Lee (Nutrimetics)
Johnson & Johnson with respect to the acquisition of Pfizer’s Consumer Healthcare Products
Sony Music on its joint venture with BMG in Greece
Scandinavian Broadcasting Systems (SBS) in connection with the acquisition of one of Greece's major radio stations. We advised SBS on the regulatory framework governing radio broadcasts in Greece and drafted and negotiated the share purchase agreements
Leroy Merlin on the formation of a joint venture with Fourlis
Arla Foods on the merger by absorption of a subsidiary of the Delta Dairy group of companies (now Vivartia). We advised Arla Foods on all aspects of the merger, conducted the relevant due diligence, contributed to the drafting of the shareholders agreement, monitored the merger procedure in line with law 2166/93
GeoPost on the acquisition of a courier company in Greece
First Choice Holidays plc on the acquisition of Meridian, one of the largest Greek incoming tour operators
Weight Watchers International, Inc. on its proposed acquisition of all the assets of a Greek entity
Itway SpA on the acquisition of a Greek IT company
S&T Integration & Technology Distribution AG on the swap of a 100% stake in a Greek IT company
The Colomer Group on the acquisition of a majority stake in a Greek cosmetics company
"Agfa Geavert NV" as to its restructuring of its business sectors and activities
Johnson & Johnson as to the transfer of one of its business sectors
Sun Capital Partners in connection with its offer to acquire a controlling interest in Ideal Standard
Bertelsmann AG with regard to a vendor due diligence project and the implementation of a relevant equity transfer
Industex regarding the acquisition of a controlling stake in a Greek company
Havas Media on the establishment of a joint venture company
Pierre Fabre Group as to the restructuring of the operations and business sectors in Greece and implementing the reorganisation thereof.

Zepos & Yannopoulos is the Greek contributor to the International Bureau of Fiscal Documentation's ongoing publication "Guide to Mergers & Acquisitions".

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