At Basham we are committed and prepared to assist our clients in negotiating and closing their business, asset or merger transactions.
Mergers and Acquisitions 2011-2012
- Takeda - Nycomed
Advice in the acquisition of 100% of the equity interest in Nycomed Group by Takeda Pharmaceuticals, including the preparation and negotiation of contracts and documentation necessary to formalize the transaction. Likewise, advice and support to carry out the internal restructuring of the Mexican subsidiaries of the Takeda/Nycomed group as a result of the integration between these two groups, as well as in relation to the negotiations with governmental agencies in connection with the aforementioned acquisition.
- EMI Group
Advising the EMI Group in connection with the acquisition by Universal Music Group from Vivendi SA of 100% of the capital stock of EMI's record division for 1.2 billion pounds sterling (US$$1.9 billion) and by Sony/ATV of 100% of the capital stock of the publishing company in charge of intellectual property rights, for US$$2.2 billion. Also, advice and support to carry out the internal restructuring of EMI's Mexican companies as a result of the acquisition.
- KPN Group
Advising the KPN Group in connection with the sale to Opengate of 100% of the interest of certain subsidiaries of the KPN Group in Latin America, including its five Mexican subsidiaries. Participation in the audit process on behalf of the sellers, as well as the preparation and negotiation of contracts and documentation necessary to formalize the transaction. Also, advice and support to carry out the internal restructuring of the Mexican subsidiaries of the KPN Group prior to the closing.
- Arkema Group
Advising the Arkema Group in connection with the sale of 100% of the participation of certain subsidiaries, including its Mexican subsidiary "Resinoplast North America". Participation in the audit process on behalf of the sellers, as well as preparation and negotiation of contracts and documentation necessary to formalize the transaction. Also, advice and support to carry out the internal restructuring of the Mexican company Arkema as a result of the acquisition.
- Pacc Offshore Services Holdings Pte Ltd.
Advising Pacc Offshore Services Holdings Pte Ltd. in connection with the sale of the 50% interest of a certain subsidiary of "Servicios Marítimos Gosh" in favor of Martín Díaz and Amado Yañez. Participation in the audit process on behalf of the sellers, as well as preparation and negotiation of contracts and documentation necessary to formalize the transaction. Also, advice and support to carry out the internal restructuring of the Mexican company as a result of the acquisition.
- Tyco Group / ADT
Advised the Tyco/ADT Group in connection with the sale of the 100% of the participation of some Mexican subsidiaries of "Fire Equipment de México". Participation in the audit process on behalf of the sellers, as well as preparation and negotiation of contracts and documentation necessary to formalize the transaction. Also, advice and support to carry out the internal restructuring of Fire Equipment de México as a result of the acquisition.
- Goldcorp Inc.
Advise in several matters regarding the design and execution of the Minera Peñasquito Project located in Mazapil, Zacatecas, which comprises: (i) exploration, exploitation and beneficiation of minerals (mainly gold); (ii) installation and operation of an explosives plant within such mine in order to produce some type of emulsion to be used in the mineral exploitation activities; (iii) several drilling contracts, and (iv) installation and operation of different infrastructure located in such mine (including railroad). Approximate amount: US$$1,000 million. The Peñasquito mine is expected to be the largest gold mine in Mexico. Advised on various corporate and tax restructurings with respect to Goldcorp's Mexican operations.
- Companhia Vale Do Rio Doce
Design and execution of a contract strategy for the acquisition of several mining concessions located in the State of Sonora, as well as the negotiation, preparation and review of several agreements, contracts and/or arrangements in order to maximize the mineral resources in such concessions. Amount: Confidential.
- Shell México, S.A. de C.V.
Advised on a project related to liquid natural gas stations in the Mexican Republic, as well as on the legal framework related to transportation from a regasification terminal located in Tamaulipas to the final points of sale in Mexico. Approximate amount: US$$100 million.
- International Container Terminal Services, Inc. (ICTSI)
Legal advice in a public bidding process regarding the award of a contract for the partial assignment of rights over the container terminal located in Manzanillo, Colima, for its construction and operation in such port. Approximate amount: US$$700 million.
- APM Terminals, B.V.
Advising in the bidding process No. APLIAC/TECII/01/11. APLIAC/TECII/01/11 and the award by the SCT of the partial assignment of rights over a specialized container terminal located in the port of Lázaro Cárdenas with an area of 910,000 square meters, the negotiation and execution of the consortium and the shareholders' agreement with Ingenieros Civiles Asociados (ICA), the financing of the project and labor matters related to such operation, including all matters related to the labor union, as well as advice for the execution of the project, including engineering contracts, procurement of supplies, goods and services, and construction. Approximate amount: US$$900 million.
- Access Capital Advisers
Acquisition of a 40.1% equity interest in Integrated Gas Services de México ("IGASAMEX"), whose subsidiaries hold various licenses to transport natural gas in Mexico. These contracts allow open access to transport natural gas from one place to another, creating the necessary infrastructure to do so. Amount: Confidential.
- Severn Trent
Project to modernize the "Los Berros" drinking water treatment plant in the State of Mexico through the construction of a new module for the drinking water treatment system that will form an integral part of the Cutzamala System, which consists of a hydraulic system for the storage, conduction, purification and distribution of fresh water for the population and industry of the State of Mexico and Mexico City. Amount: confidential.
- SAAM Mexico
Public bidding for the award of a partial assignment of rights contract as a result of the concession of most of the administration of the port of Mazatlán, which includes among other things: (i) exploitation, use and exploitation of waters and an area of public domain in the port of Mazatlán, Sinaloa, (ii) the construction of works in that area and (iii) the provision of port services in that terminal. Amount: confidential.
- Pirelli Neumáticos, S.A. DE C.V.
Project related to the construction of a tire plant for automobiles and light trucks, located in Silao, Guanajuato. The plant has an area of 120,000 square meters, started operations in 2012, with a daily production target of 10,500 tires and an annual capacity of 3.5 million in 2014, which will grow to 5 million tires in 2015. Approximate amount: US$$400 million.
- APM Terminals Mexico, S.A. DE C.V.
Advice on the project consisting of, among other things, the assignment of a permit granted by the Ministry of Communications and Transportation to Contrimodal for the provision of auxiliary services of a specialized cargo terminal located in Cuautitlán Izcalli, State of Mexico, with an area of 41,014.73 m2, the acquisition of related assets and the negotiation of a lease agreement for such terminal. Amount: confidential.
- Team Foods Colombia, S.A.
Dissolution of a joint venture and acquisition of 100% of the shares of leading oil companies. Amount: confidential.
- Citadel Plastics Holdings, INC.
Sale of the company, negotiation to obtain a line of credit and the creation of guarantees with GE, including pledges on certain shares representing the capital stock of the Mexican companies. Approximate amount: US$$320 million.
- Akzo Nobel
Dissolution of the joint venture with Crisson, S.A. de C.V. with respect to Akzo Nobel Inda, S.A. de C.V. Amount: confidential.
|Assist the Mexican subsidiary of Aon Corporation in the sale of assets to Spencer Stuart Star Ireland and its affiliates for a total amount of USD $ 45,000,000.|
|Assist Federal-Mogul Motorparts in the sale of shares and assets related to the Mexican part of the business transferred to KTRI Holdings Inc. for a total amount of USD $ 45,000,000.|
|Assist SAAM, S.A. in the acquisition of 50% of a JV previously entered into between SAAM, S.A. and Boskalis (Netherland Group of Companies) for a total amount of USD $ 200,000,000.|
|Assist an affiliate of Platinum Equity in the acquisition of Wesco Aircraft Holdings Inc. for approximately USD $ 1,900,000,000.|
|Assist VF Corporation in the restructuring of its Mexican subsidiaries VF Imagewear, Red Kap and VFSLA to divest its occupational brands for approximately USD 865,000,000.|
|Assist Itaú Corpbanca New York Branch and Saam Smit Towage, S.A. de C.V., in the modification of an existing USD 40 million facility in connection with the application of a new LIBOR de-rate, for an approximate amount of USD 40,000,000.|
|Assist Gerdau GTL Spain in the restructuring of the Mexican joint ventures and the capitalization of approximately USD 120 million. Our advice included a corporate restructuring of capitalization, mergers and rights structure, amounting to approximately USD 396,000,000.|
|Assist the Mexican subsidiaries of Engineered Controls International in the refinancing of its credit facility for a total amount of USD $ 220,000,000.|
|Assist Owens & Minor, Inc. in the sale of its Movianto business, specifically participating in the restructuring of its Mexican subsidiaries, for an approximate amount of USD 133,000,000.|
|Assisting Insight Equity Management Company in the acquisition of the Mexican subsidiaries Easy Way Leisure Company LLM, Easy Way Manufacturing and Easy Way Manufacturing II, for an undisclosed amount.|