DEAL OF THE WEEK – SCHEMAVENTOTTO

Bonelli Erede senior partner denies conflict in Schemaventotto’s Autostrade takeover

The Lawyer can reveal that Bonelli Erede Pappalardo’s senior partner, who is acting for the buyers of Italian motorway operator Autostrade, is also a member of the target company’s board of directors and executive committee.
Roberto Cera is representing Schemaventotto – of which the Benetton family-owned group Edizione Holding owns a 60 per cent stake – on the e8.6bn (£5.9bn) acquisition and imminent restructuring of Autostrade. However, Cera has been a member of Autostrade’s board of directors and executive committee since 2000.
Commenting on his dual roles, Cera admitted: “It’s not so normal but there is nothing to prevent a lawyer from having a position in a company.”
Cera added: “I didn’t vote as part of the board on the tender offer and did not attend the [related] meetings.”
Cera was originally part of Erede e Associati which merged with Bonelli e Associati and Pappalardo e Associati in 1999 to form the current entity.
Sergio Erede, a high-profile partner at Bonelli Erede Pappalardo, also holds a number of board positions. Erede acted for Olivetti Group on the takeover of Telecom Italia in early 1999, when he was a director at Wang Global, in which Olivetti held an 18.5 per cent stake. He was subsequently named as vice chairman of Telecom Italia, but resigned from his post in September 2001.
Schemaventotto’s acquisition of Autostrade was one of the largest Italian deals announced last year. Lawyers involved in the transaction are in the process of finalising the purchase after Autostrade’s board approved the deal last month. A completion date is scheduled for October.
Christopher Hall and Michael Immordino, partners at Latham & Watkins’ London office, are working closely with a team
of lawyers at Bonelli Erede Pappalardo on the complex structuring and financing of Schemaventotto’s acquisition.
Part of the deal has involved setting up a special purpose vehicle NewCo28, a holding company owned by Schemaventotto, which will acquire the majority of Autostrade.
Linklaters and its Italian ally Gianni Origoni Grippo & Partners are advising the arrangers, led by Mediobanca, on the E10.28bn (£7.09bn) financing for the acquisition.
The deal has so far been financed via a short-term loan. This will be replaced later this year with E8.78bn (£6.06bn) worth of debt and a E1.5bn (£1.03bn) capital expenditure facility.
Autostrade is being represented by independent lawyers Professor Libonati and Professor Cabras.