Legal counsel to Esteban Antonio Nofal, as purchaser, in the structuring and implementation of the mandatory tender offer (“Tender Offer”) for control of Celulosa Argentina S.A. (the “Company”), within the framework of the acquisition of control of the Company.
The transaction involved the indirect acquisition of 41% of the Company’s share capital and voting rights through the purchase of 100% of Tapebicua LLC, as well as the direct acquisition of an additional 4.48% of the Company’s share capital and voting rights. The transaction took place in the context of the Company’s insolvency proceedings, aimed at restructuring an approximate US$ 128 million debt.
As part of the change of control, the purchase price for the acquired shares was US$ 1 for the entire share package, which also included the release of certain guarantees granted by the selling shareholders in favor of the Company’s creditors.
The Tender Offer was carried out in accordance with the Capital Markets Law and the regulations of the Comisión Nacional de Valores (“CNV”), involving regulatory, corporate and capital markets aspects, including coordination with regulatory authorities and implementation through the custody system of Caja de Valores S.A.
Regarding the equitable price of the Tender Offer, the CNV resolved to exempt the purchaser from the obligation to consider the average trading price of the shares during the preceding six-month period, in light of the Company’s financial distress. Accordingly, the price was determined based on the highest price paid by the purchaser in the twelve months prior to the change of control, also taking into account the value of the released guarantees.
The offer was supported by a special report issued by independent auditors Lisicki Litvin Auditores S.A., and secured by a performance guarantee in the form of a surety bond provided by Sancor Cooperativa de Seguros Limitada.
The Company’s shares are listed on Bolsas y Mercados Argentinos S.A. (“BYMA”).