Skadden Italian tie-up proves its worth with closure of two deals

US giant Skadden Arps Slate Meagher & Flom and Italian magic circle firm Chiomenti e Associati are reaping the rewards of their exclusive alliance after joint teams closed two deals in the space of a week.
Lawyers from Palo Alto and Milan advised longstanding Chiomenti client Biosearch Italia on its acquisition by California-based biotech company Versicor, in a $260.7m (£169.8m) stock-swap deal.
In the second deal, London and Rome teams advised Finmeccanica on its e614m (£388.7m) acquisition of Marconi's defence communications business.
The Biosearch-Versicor merger is believed to be the first ever to combine a US publicly-traded company with an Italian publicly-traded company.
Together with Versicor's intention to seek approval for shares of the combined company to trade on both Nasdaq and the Nuovo Mercato, this posed novel legal and regulatory issues for the joint team.
Lead Palo Alto M&A partner Ken King said: “One of the challenges was to accommodate the transaction documents within different US and Italian state provisions with regard to shareholder rights.”
The transaction had to comply with the rules and regulations of both the Italian market regulator Consob and the US Securities and Exchange Commission.
“Making that work in terms of timing and documentation was quite a challenge,” said King. Grants and subsidies extended to the client in Italy and by the EU presented further issues.
King and lead Chiomenti partner Michele Carpinelli are still heavily involved in the transaction. But the shape of any future role for the new company remains unclear, as Versicor shareholders will own 55 per cent, with Biosearch's investors owning the rest.
“That will play out however it plays out,” said King. Versicor instructed O'Melveny & Myers and Linklaters ally Gianni Origoni Grippo & Partners to advise it on the merger.
Bruce Buck, Skadden's partner in charge of European offices, led on the Finmeccanica deal with Chiomenti's Vittorio Tadei and Massimo Colozza. Tadei said: “The alliance with Skadden has really given us the opportunity to offer to our Italian clients the expertise to assist on UK and US law.”