Lefosse Advogados, the Brazilian arm of Linklaters, has acted for Odebrecht and its subsidiary ETH Bioenergia, as ETH agreed its merger with fellow Brazilian ethanol producer Brenco.
Pinheiro Neto Advogados represented Brenco, whose backers include Tezxan energy investment group Ashmore, in the deal which was announced yesterday.
Lefosse partner, Thiago Sandim, who led the counsel to Odebrecht and ETH, says, “The most challenging aspect of this transaction was cultural, rather than legal. Brenco′′s shareholders come from a financial background, whilst ETH′′s come from an operational one.”
He adds that in-house counsel from both parties “were hugely involved in the process,” adding, “once they agreed on the basics, it was easy to put things on the paper.”
The merger will create Brazil’s largest biofuels company and the world’s biggest ethanol producer, with ETH holding 65 per cent of the merged group, and Brenco 35 per cent.
Pinheiro Neto’s Fernando Alves Meira, says, “There were many discussions before the parties were able to agree on the final projections, which, in turn, are the basis for the agreed upon shareholders′′ commitments for future capital contributions.”
Negotiations took into account the fact that Brenco has two new plants nearing completion, with plans for a further two to become operational in 2011.
A bank financing package is still in negotiation, which will need to be agreed before the deal can finally close.
ETH is a joint venture between Odebrecht and Japanese trading group Sojitz, whose legal advisor is Machado, Meyer, Sendacz e Opice Advogados.
Linklaters and Machado Meyer also advised on the formation of that joint venture in 2007.
Counsel to Odebrecht and ETH Bioenergia
·         In-house counsel to Odebrecht - Newton de Souza and Monica Odebrecht
·         In-house counsel to ETH Bioengeria - Luciano Dequech
·         Lefosse Advogados
Partners Thiago Barbosa Sandim and Ricardo Ferreira Bolan and associates Sergio Machado, Paula Medicis, Betina Castellanos, Gabriel Silva, Andre Ziccardi, Paula Lacava, Paola Pugliese, Caio Campello, Marcelo Barradas
Counsel to Brenco
·          Pinheiro Neto Advogados
Partners Fernando Alves Meira and Giancarlo Chamma Matarazzo and associates Andrea Campos and Gustavo Credo
Counsel to Sojitz
·         Machado, Meyer, Sendacz e Opice Advogados
Partner José Virgílio Lopes Enei and associates Julia Coimbra and Maria Julia Florencio
 (Latin Lawyer 19.02.2010)
(Notícia na Íntegra)