German pharmaceutical group Celesio is to acquire a controlling stake in Brazil’s leading drug wholesaler, Panpharma.
TozziniFreire Advogados represents for Celesio in the US$162 million deal, which is slated for completion on 25 July, while Panpharma’s owner, the Panarello Group, has retained Machado, Meyer, Sendacz e Opice Advogados.
Machado Meyer''s Carlos José Rolim de Mello says, "“One of the main aspects of the transaction was having to coordinate and deal with the different expectations from two completely different cultures, particularly when it related to ensuring that the main governance points of the partnership raised by each side would be accomplished in the future.”
Marcela Waksman Ejnisman, of Tozzini, agrees. "Panpharma has alwyas been a family business, and its structure is very different from what Celesio AG has in Europe, which made it harder for Celesio AG to understand the company, its business and its environment."
"Translation of documents and conversations also involved the “translation” of the ideas and objectives behind the words themselves," she adds.
The deal marks Celesio’s first acquisition outside Europe, and, according to media reports, was temporarily delayed while the company’s management and main shareholder agreed the level of holding they wanted to take in Panpharma.
The deal will hand Celesio a 50.1 per cent share in the company, reduced from the 54 per cent stake which was initially reported.
Panpharma has a 17 per cent market share in Brazil, and supplies about 30,000 of the country’s 52,000 pharmacies on a daily basis.
The Panarello family of entrepreneurs, which controlled Panpharma before the sale, has said it will continue to take a central role in the company’s management.
Celesio, which owns the British Lloyds Pharmacy chain, depends on the UK for almost half of operating profit, and has announced a plan to expand in the so-called BRIC group of emerging markets of – Brazil, Russia, India and China – to lessen its reliance on UK markets.
Counsel to Celesio
           In-house counsel - Tilo Köster and Thomas Karst
           TozziniFreire Advogados
Partner Marcela Waksman Ejnisman and associate Ana Cristina Izu
Counsel to Panpharma
           Machado, Meyer, Sendacz e Opice Advogados
Partner Carlos José Rolim de Mello and associates Indira Kurokawa and Felipe Albuquerque
(Latin Lawyer 17.07.2009)
(Notícia na Íntegra)