Peroni bidding war opens Italian doors for Lovells & Freshfields

Lovells’ fledgling Italian office has interrupted a 35-year relationship by replacing Carnelutti as Italian brewer Peroni’s main corporate adviser, while Freshfields’ relationship with platinum Linklaters client Scottish & Newcastle, as first revealed in The Lawyer (5 May), has received another boost.

Linklaters’ Italian alliance partner Gianni Origoni Grippo & Partners started advising Interbrew late last summer regarding a deal with Peroni to distribute Becks in Italy. Peroni was advised by Carnelutti.

The discussions developed and Interbrew’s interest in making a bid for Peroni sparked a fully-fledged auction towards the end of 2002. Linklaters was conflicted out and Freshfields stepped in to advise Scottish & Newcastle.

Norton Rose advised Carlsberg and Lovells advised the last company into the fray and eventual winner SABMiller, which has acquired about 60 per cent of Peroni for e563m (£401.4m). Lovells now looks to have won the race to become Peroni’s main adviser.

Carnelutti partner Massimo Trentino said: “I expect to lose the client [Peroni]. Because we advise the minority shareholders, I would think SABMiller will prefer to use Lovells.”

Carnelutti senior partner Marino Bastianini has worked with the Peroni family for around 35 years. Some of the family will remain on the management team and retain a 40 per cent shareholding with an option to sell to SABMiller during the next three years.

Trentino and Carnelutti executive partner Alberto Croze led
the team advising Peroni and investment bank Lehman Brothers, which kicked off the auction in December last year.

SABMiller first instructed Lovells around five years ago on SABMiller’s £3.4bn listing on the London Stock Exchange.

The firm has since advised on a $612m (£374.1m) synthetic treasury stock structure implemented in September 1999, a $600m (£366.7m) convertible bond issue in August 2001, a $420m (£256.7m) equity placing in December 2001, and on the $5.62bn (£3.44bn) acquisition of Miller Brewing Company, which completed in July 2002.

Lovells launched in Italy in September 2000. With just 60 lawyers spread between its Rome and Milan offices, the firm can look forward to developing a relationship with national icon Peroni.

Corporate partner John Davidson led the Lovells team, with corporate partners Paolo Criscione and Andrea Accornero from the Milan office, and Leah Dunlop from the Rome office. Tax partners Fulvia Astolfi in Rome and Daniel Friel in London advised on tax structuring and related matters.