Portuguese M&A has suffered as it has right across Europe because of the twin headed beast that is a lack of liquidity and a lack of confidence.
"The general trend is a sense of decrease, a sense of decrease in the number of transactions happening," says one partner. "Of course it was caused to a large extent, not only due to the economic and financial situation of the country, which became less attractive for foreign investors, but also due to the difficulties of financing the transactions."
Distressed acquisitions are still seen in certain sectors, but it is done on a case by case basis rather than being a wide-ranging trend. "They can take advantage of the crisis to make very simple acquisitions, they can try to expand their business, take advantage of the crisis and therefore buy for a lower price," explains one partner. "But even then, you have small acquisitions, you don't have large ones."
There is still intermittent interest coming in the form of Brazilian and Angolan investment. In the case of the former, putting aside the historical links, investors see Portugal as a way to enter the European market and enter cheaply by buying distressed assets. "I mean Brazil is in a very good situation, they can take advantage of the crisis and try to buy assets in European countries much more cheaply," says one partner. Some practitioners also point out though that investment is in general still going in the opposite direction. "You see more Portuguese companies trying to invest in Brazil than the other way round. Because this makes more sense, obviously," explains one partner. "They are trying to escape from the Portuguese crisis and they are trying to invest, as everybody says that Brazil in the forthcoming year will be expanding dramatically."
In Angola, the trend is still for a few cash rich investors to take stakes in specific targets rather than enacting full takeovers. "They have lots of money, so what they are doing is they buy stakes in large Portuguese companies," says one practitioner.
Firms are still hopeful of seeing mandates arise from the government's privatisation plan, but things remain unclear in regard to timetabling. However with the Government needing to find funds to escape from its budgetary deficit, plans may soon be sped up. "There is also an aggressive plan from the government to sell companies which are state owned, which are state funded from the government, as a way to cover the current deficit," says one practitioner.
Morais Leitão Galvão Teles Soares da Silva & Associados
Morais Leitão's solid M&A work has been commended by several peers, with one saying: "Their M&A work is very good, I think they're the best in M&A in Portugal."One substantial mandate saw João Soares da Silva lead the team advising Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados on the implementation of all regulatory requirements in Portugal in the context of the NYSE Euronext/Deutsche Börse merger....
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Morais Leitão's solid M&A work has been commended by several peers, with one saying: "Their M&A work is very good, I think they're the best in M&A in Portugal."
One substantial mandate saw João Soares da Silva lead the team advising Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados on the implementation of all regulatory requirements in Portugal in the context of the NYSE Euronext/Deutsche Börse merger. The transaction was valued at $9.8 billion.
Another highlight saw Carlos Osório de Castro involved in advising La Seda de Barcelona on the sale of Artenius Portugal-Industrial Polymers to Control PET, a company owned by the Imatosgil and Banco Espírito Santo group, worth €30 million. De Castro stands out among the M&A lawyers in the Portuguese market, as one peer says: "I would see Carlos as a notable M&A lawyer, this guy is very good in capital markets, but also a very good M&A lawyer."
In December 2010, a team led by De Castro also advised Bento Pedroso Construções in relation to its dissolution of Odebrecht Investimentos e Participações SGPS (OIP), which was worth €80 million. OIP is a company that was wholly owned by Bento group, and it is an important player in both the civil construction and public works' markets.
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Leading lawyers
Nuno Galvão Teles
Carlos Osório de Castro
João Soares da Silva
PLMJ
"PLMJ is the largest firm in Portugal, and it's also very aggressive on M&A, I think they should be ranked in tier one," says one peer.Although the firm has suffered in recent years in terms of partner departures from its finance groups, in M&A it still has one of the strongest reputations on the market....
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"PLMJ is the largest firm in Portugal, and it's also very aggressive on M&A, I think they should be ranked in tier one," says one peer.
Although the firm has suffered in recent years in terms of partner departures from its finance groups, in M&A it still has one of the strongest reputations on the market.
The firm has been heavily involved in corporate restructuring and reorganisation work this year as when a team of partners, including Victor Réfega Fernandes, Nuno Cunha Barnabé and Sónia Teixeira da Mota, advised Associação Nacional das Farmácias' (ANF) on its reorganisation, which involved a shares distribution public offer to ANF's associates. This was the first stage of the corporate restructuring of the group and it was valued at €10 million approximately.
Straight acquisition mandates also kept the team busy and in one notable transaction Manuel Santos Vitor led the team advising on a €250 million acquisition of Tate & Lyle's Portuguese Operations within the acquisition of the whole of its European Sugar refining business. Another saw Fernandes and Ricardo Oliveira lead the team acting for Eurest on the acquisition of Reilimpa – Limpezas e Serviços.
Elsewhere a mandate completed in February 2011 saw Santos Vitor advise Wad Consult on the sale of controlling participation held in the company GB Minerals.
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Leading lawyers
Luís Sáragga Leal
Vieira de Almeida & Associados
Vieira de Almeida & Associados' market presence has clearly been recognised by its rivals. "Vieira should be ranked in tier one as well, they're very good," says one....
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Vieira de Almeida & Associados' market presence has clearly been recognised by its rivals. "Vieira should be ranked in tier one as well, they're very good," says one. While a client says: "Vieira is one of the most well-known companies here in Portugal, it has been great, there's always someone there available to answer questions."
The firm's technical ability has also drawn clients' attention. "We've been working with them in three transactions, they've been really perfect, we're quite happy with them," says one. "Every time when the issue arrives, the lawyers give us quick answers. We didn't have any issues on the technical side. Absolutely nothing, they're always available for any kind of questions or any doubt we have, or any technical information we're trying to go through, they've been great."
The biggest deal the firm closed at the beginning of 2011 saw a team led by partners Pedro Cassiano Santos, Helena Vaz Pinto and Paulo de Barros Baptista advise on Brisa - Auto-Estradas de Portugal's €3 billion reorganisation. The process involved a transfer of Brisa's main concession to a single purpose and ring-fenced company; a transfer of Brisa's O&M and R&D activities to one of its wholly owned subsidiaries respectively; and the reorganisation of the Brisa Group's operational companies through the creation of intermediate holding companies for each specific area of activity.
On another occasion, Brisa called in the firm again when the managing partner João Vieira de Almeida led the team advising Brisa on the sale of its holding, worth €1.4 billion, in the Brazilian company Companhia de Concessões Rodoviárias (CCR), listed on the São Paulo Stock Exchange. It was believed to be the largest M&A transaction of the year. "De Almeida is a very good lawyer, he is the owner of the firm, and he has long term expertise in M&A, and he has been working on M&A for 20 years, so I think he is good," says one peer.
When it comes to relationship building, clients are particularly taken with senior associate Rita Marques. "We've a very good relationship, "says one. "We work in the waste management area and Rita asked to go with us on a technical tour of one of our units. Because we've worked in the industry in the last year, she was curious to know exactly what our business is about."
Another mandate saw partner Paulo Olavo Cunha involved in providing continuous legal assistance to PME Investimentos for the restructuring of target companies, through acquiring shareholding stakes or granting credit facilities. PME Investimentos is a public company that manages several public investment funds worth approximately €1.1 million. The purpose of these funds is to invest in projects that support Portuguese economic growth and to strengthen the competitiveness of the country's economy. The mandate was worth €138 million.
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Leading lawyers
João Vieira de Almeida
Cuatrecasas Gonçalves Pereira
Cuatrecasas Gonçalves Pereira's M&A team has been heavily occupied with acquisition work since May 2010 and this is backed by a impressive list of mandates.
The biggest M&A ever completed in the Portuguese market fell under Cuatrecasas' belt when a team of practitioners, including Emílio Cuatrecasas, Manuel Castelo Branco and Maria João Ricou, advised Telefónica on the €7....
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Cuatrecasas Gonçalves Pereira's M&A team has been heavily occupied with acquisition work since May 2010 and this is backed by a impressive list of mandates.
The biggest M&A ever completed in the Portuguese market fell under Cuatrecasas' belt when a team of practitioners, including Emílio Cuatrecasas, Manuel Castelo Branco and Maria João Ricou, advised Telefónica on the €7.5 billion acquisition of Portugal Telecom 50% stake in Brasilcel by Telefonica.
Another acquisition highlight saw Diogo Perestrelo and Nuno Sá Carvalho act for Gotan - SGPS on the acquisition of 50% of the share capital of The Edge II - SGPS.
Perestrolo also advised French acquirer Altrad on the acquisition of shares representing 66.7% of the share capital of the Portuguese company Irbal, both leading players in the European market for construction equipment.
Elsewhere ZEDH Capital called in André Luiz Gomes as the hedge funds entity acquired 100% of Dunas Capital - Gestão de Activos, an investment funds company. The transaction was completed in September 27.
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Leading lawyers
Frederico Pereira Coutinho
Diogo Perestrelo
Garrigues
Garrigues' corporate team is substancial, but some in the market point out that this can lead to differing levels of quality.One of the biggest mandates completed last year saw Mário Lino Dias advise SOS Corporación on the sale of its 19 Portuguese companies holding 5433 acres of Olive land to the Elaia Group for €91 million....
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Garrigues' corporate team is substancial, but some in the market point out that this can lead to differing levels of quality.
One of the biggest mandates completed last year saw Mário Lino Dias advise SOS Corporación on the sale of its 19 Portuguese companies holding 5433 acres of Olive land to the Elaia Group for €91 million.
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Uría Menéndez - Proença de Carvalho
Uría Menéndez – Proenca de Carvalho has gained peers' praise as one says: "They do lots of M&A transactions, both Garrigues and Uría have this Spanish link, obviously they're doing a lot of M&A work coming from Spain."
A team of partners, including Carlos Costa Andrade, Ana Sá Couto and Catarina Gonçalves, advised Telefónica on the acquisition of the 50% shareholding stake held by Portugal Telecom in Brasilcel....
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Uría Menéndez – Proenca de Carvalho has gained peers' praise as one says: "They do lots of M&A transactions, both Garrigues and Uría have this Spanish link, obviously they're doing a lot of M&A work coming from Spain."
A team of partners, including Carlos Costa Andrade, Ana Sá Couto and Catarina Gonçalves, advised Telefónica on the acquisition of the 50% shareholding stake held by Portugal Telecom in Brasilcel. Elsewhere the team was also involved advising the sale of approximately 8% of the shareholding held by Telefónica in Portugal Telecom. The transaction, closed in July 2010 priced at €7.5 billion, was the biggest ever made in the Portuguese market.
In other notable work, Sá Couto was again involved in when she worked alongside Francisco Brito e Abreu and José Costa Pinto advising Lafarge on the sale of its ready mix cement and stone quarries business in Portugal. In the same month in December 2010, the trio also advised BBVA on the 100% shareholding acquisition of Altitude Software.
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Abreu Advogados
Last year, Abreu Advogados advised Marriott International on the joint venture between Marriott and AC Hotels Group regarding the AC Hotels chain. The team's legal service included reviewing/drafting of the management agreement, international agreement, and license and royalty agreement and closing....
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Last year, Abreu Advogados advised Marriott International on the joint venture between Marriott and AC Hotels Group regarding the AC Hotels chain. The team's legal service included reviewing/drafting of the management agreement, international agreement, and license and royalty agreement and closing.
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Sociedade Rebelo de Sousa & Advogados Associados
In an approximately €4.5 billion mandate, Gustavo Ordonhas Oliveira at Sociedade Rebelo de Sousa led a team advised ENI on the potential sale of its 33....
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In an approximately €4.5 billion mandate, Gustavo Ordonhas Oliveira at Sociedade Rebelo de Sousa led a team advised ENI on the potential sale of its 33.34% shareholding in Galp Energia to Petrobras. The team advised ENI on all legal aspects of its shareholding in Galp Energia and relationships with other reference shareholders under the existing shareholders agreement since 2004.
Another notable transaction saw William Smithson and Gonçalo dos Reis Martins teaming up to advise TPG-Axon Capital, a US private equity fund, on the acquisition of a 5% of the share capital of Portugal Telecom and related derivatives structure, valued at €360 million.
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Rui Pena Arnaut
After entering the M&A table last year, Rui Pena Arnaut & Associados has maintained its tier-four position. One highlight deal last year saw João Caldeira, Margarida Vila Franca and Rita Gaspar Simões advise Dali Invest Outdoor on ithe structuring of its reorganisation in order to ensure its compliance with financial agreements and undertakings arising from publicity concession agreements....
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After entering the M&A table last year, Rui Pena Arnaut & Associados has maintained its tier-four position. One highlight deal last year saw João Caldeira, Margarida Vila Franca and Rita Gaspar Simões advise Dali Invest Outdoor on ithe structuring of its reorganisation in order to ensure its compliance with financial agreements and undertakings arising from publicity concession agreements.
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Other notable - Teixeira de Freitas Rodrigues e Associados
One highlight at Teixeira de Freitas Rodrigues e Associados saw the firm advise key client CEC - Comunicações e Computadores on the share acquisition of a telecom infrastructures company, as well as the reduction and increase of its share capital....
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One highlight at Teixeira de Freitas Rodrigues e Associados saw the firm advise key client CEC - Comunicações e Computadores on the share acquisition of a telecom infrastructures company, as well as the reduction and increase of its share capital.
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