Spanish trio acts as Bertelsmann takes over Random House Mondadori

Cuatrecasas Gonçalves Pereira, d’Urso Gatti e Bianchi, Garrigues and Uría Menéndez have all landed roles as the Bertelsmann Group acquires a 50 per cent stake in Barcelona-based Random House Mondadori, Random House’s trade book publisher in Spain and Latin America, for €54.5m (£43.6m).

Cuatrecasas and Uría Menéndez acted for the German multinational media conglomerate.

Barcelona-based Cuatrecasas M&A partner Kai Christian Fischer, who is dual qualified in Germany and Spain, led the deal alongside IP/IT partner Jorge Llevat. Cani Fernández, the firm’s EU and competition law group head and managing partner of Cuatrecasas’ Brussels office, advised on competition matters from Madrid.

Uría Menéndez competition partner Edurne Navarro provided additional competition advice to Bertelsmann from Brussels.

The in-house Bertelsmann and Random House teams comprised Bertelsmann’s senior vice president Denise Abel in Germany, Random House associate general counsel Anke Steinecke in New York for corporate matters and Brussels-based global antitrust adviser Penny Newman for competition-related issues.

Italy’s d’Urso Gatti e Bianchi acted as counsel to Arnoldo Mondadori Editore, with competition partner Paola Menicati and corporate partner Federico Ferraresi leading the team from Milan.

Garrigues advised Mondadori on Spanish law related to the revision of the sale contracts, licence contracts and the sale of trademarks, as well as on competition matters. The team was led by corporate partner Claudio Doria and competition partner Lluis Cases, both based in Barcelona.

The deal will see Bertelsmann acquire Mondadori’s stake in Random House Mondadori, which was first formed in 2001 from a 50-50 joint venture between Random House and Mondadori. By acquiring the stake, which is equivalent to 50 per cent of the company’s share capital, Bertelsmann will gain a 100 per cent ownership of the Spanish and Latin American trade book publisher for €54.5m.

The deal, which is still subject to approval by Spain’s competition authorities, is expected to close by the end of 2012.

Background to this deal:

The deal comes just a week after Bertelsmann and Pearson agreed to combine the companies’ publishing units, Penguin Group and Random House (29 October 2012). Uría’s best friend Slaughter and May is acting for Bertelsmann on the merger, with Freshfields Bruckhaus Deringer advising Pearson and Penguin in the UK and Morgan Lewis & Bockius acting as US counsel to Pearson.

Random House Mondadori, which will change its name in due course, will be incorporated into the Penguin Random House group once the merger goes through.

Cuatrecasas’ Spain and Portugal offices have acted for Bertelsmann on a range of transactions in the past.