Ughi e Nunziante with Imerys in the sale to Gemica and Kmk Granit of a business unit related to ceramic mixtures

Ughi e Nunziante – Studio Legale assisted Imerys, a global leader specialized in mineral supplies for the manufacturing sector, in the sale of the ceramic mixtures business to the newco New Spica S.r.l., incorporated by Gemica S.r.l., an Italian company specializing in color production, and Kmk Granit, a Czech company with a global outlook, active in the sector of mining and processing of minerals.

Alongside with the business transfer, long-term agreements were signed for the supply and storage of raw materials.

Ughi e Nunziante assisted Imerys in all the sale-related activities, with a team led by Partner Giuseppe Coco.

The buyers were assisted by Francesca Falbo and Stefano Manara, partners at the Turin law firm Falbo & Manara, and Alice Meier Attorney at of Rödl & Partner, Prague office.

Ughi e Nunziante in the sale of Lario Plast to Alto Partners

Alto Partners SGR, as the asset management company of the reserved mutual investment fund called “Alto Capital V,” has acquired, through a leveraged buy-out (LBO) operation, a representative share of 100% of the share capital of Lario Plast S.r.l., a company specializing in the production and trade of HDPE and PET bottles in Italy. The operation also involved the investment by the previous shareholders of the target company in the acquiring corporate vehicle.

The seller was assisted by Ughi e Nunziante, with a team composed of Partner Amon Airoldi and Associate Deniz Ali Asghari Kivage.

Assisting the buyer was Molinari Agostinelli, with a multidisciplinary team composed of Partner Ciro Di Palma, Associate Michela Maresca, and Trainee Gian Luca Marchi, as well as Partner Andrea Taurozzi and Associate Alessandro Pallavicini for acquisition finance aspects.

Belluzzo International Partners, with a team composed of Partner Lorena Pellissier and Trainee Maria Grazia Pelizzoni, handled the tax due diligence for the buyer.

Aldocalza – an employment and labour law firm, led by Partner Aldo Calza and composed of Lawyers Filippo Savini Nicci and Sara Sansaro, conducted the employment law due diligence for the buyer.

For accounting and fiscal profiles, the seller was assisted by Studio Professionale Noseda Terrenghi, led by Partner Giovanni Terrenghi.

Proactiva acted as financial advisor for Lario Plast, with a team led by Founding Partner Gianluca Beffa and M&A Specialist Paolo Villa.

BNL BNP Paribas, in its role as financing bank, was represented by Fulvio Egidi (Head of Structured Finance), Luca Giordano (Senior Banker Financial Sponsor), and Alessandro Belluzzi and William Aruanno (LBO). The bank was assisted by Dentons, with Partner Alessandro Fosco Fagotto, Managing Counsel Edoardo Galeotti, and Associate Giorgio Peli.

Ughi e Nunziante with Zodiac Energy Plc in the acquisition of Coro Europe Ltd and Apennine S.p.A.

Ughi e Nunziante – Studio Legale assisted Zodiac Energy Plc in negotiating the agreements relating to the acquisition from Coro Energy plc, listed on the London AIM, of 100% of Coro Europe Ltd, that operates in Italy in the exploration and production of natural gas through its subsidiary, Apennine Energy S.p.A., for a total consideration of up to EUR 7.5M. The transaction is subject, among other things, to regulatory approval in Italy.

The Ughi e Nunziante team was led by Partner Roberto Leccese. Partner Gianluigi Pugliese, together with Associate Anna Vanni, handled the security package, and Senior Associates Camilla Savarese and Linda Favi, the corporate and tax profiles.

Coro Energy was assisted by Pinsent Masons LLP.

Ughi e Nunziante with Luigi Cascone to assist the City of Valencia in returning the “San Dimas” attributed to the Spanish master Juan De Ribalta

Milan, 2 March 2023 – Last February 28 in Valencia, Spain, the return of the work of art that was stolen in 1979 from the church of San Miguel de los Reyes and that, thanks to Interpol, was found in the possession of an Italian citizen who claimed its purchase by adverse possession, was officially presented to the public. The work of art is now back in Valencia where it will be exhibited at the City Museum after some restoration work due to the damages suffered at the time of the theft.

Luigi Cascone, Partner of Ughi e Nunziante – Studio Legale, assisted the Municipality of Valencia in the long-lasting civil litigation, which began in 2008 before the Court of La Spezia (Italy) to claim ownership of the painting and ended in 2021 with the rejection by the Court of Appeal of Genoa of all the appeals filed by the other party to the ruling that in 2016 recognized the ownership of the painting to the Municipality of Valencia.

The judgment was then followed by the release phase from the criminal court, which concluded last Friday with the painting’s return to its city of origin. Also in this last phase, the Municipality of Valencia was supported by Ughi and Nunziante with a team composed, in addition to Luigi Cascone, of Counsels Carlo Delle Piane and Carmen Oriani and Associate Flavio Rodi.

Ughi e Nunziante with Celli Group in the acquisition of CAB

Milan, 8 February 2023 – Ughi e Nunziante – Studio Legale assisted Celli S.p.A., a portfolio company of the private equity firm Ardian and a global leader in the design and production of beverage dispensing equipment and accessories, in the strategic acquisition of CAB S.p.A.

CAB is a family-owned Italian excellence based in Pozzuoli (Naples), specializing in the design and production of slush machines, beverage refrigerators and hot beverage dispensers. With the acquisition, Celli Group will be able to expand its offer and finalize its goal of developing beverage dispensing systems as an alternative solution to single use packaging.

Ughi e Nunziante acted as legal advisor to Celli with a team led by Partner Amon Airoldi and Associates Deniz Kivage and Pietro Pastorello.

Quorum acted as legal advisor to the shareholders of CAB, with a team led by Partners Francesco Fiore and Paolo Comuzzi and Associate Mariagiusy Portogallo.

Federico Torzo of Ughi e Nunziante legal advisor to Sabato De Sarno in the transition to Gucci

Milan, 2 February 2023 – Federico Torzo, Partner in charge of the Employment and Labour Law department of Ughi e Nunziante – Studio Legale, assisted Sabato De Sarno in his transition from Valentino to Gucci.

 

“I am honored to have supported Sabato in reaching this important and well-deserved milestone. The beauty of doing advisory work in the luxury segment is the opportunity to see firsthand how much prestige, value and attention there is worldwide for those who are true ambassadors of Made in Italy, while measuring up to realities at the pinnacle of fairness and politeness”.

 

De Sarno joined the Florentine fashion house as Creative Director, after holding positions of increasing responsibility at leading Italian fashion houses.

Ughi e Nunziante legal advisor to Munich Re in the MGA with Global Assistance and Wopta

Milan, 5 December 2022 – Ughi e Nunziante – Studio Legale assisted the global leader in insurance and reinsurance, the Munich Re Group, in establishing a vertical insurtech partnership agreement (MGA) with the insurance company Global Assistance S.p.A., specialising in damage coverage with a comprehensive offering for individuals and SMEs, and with the Insurance broker, Wopta Assicurazioni, a new phygital company characterised by an innovative proprietary technology platform.

Munich Re Group is a pioneer in the risk management and digital transformation of the insurance industry and boasts expertise in signing Liability and Life treaties and voluntary insurance, complex risks requiring high capacity, such as catastrophes, and niche risks such as cyber and D&O, as well as a deep-rooted tradition in the technical assessment of large exposures, single risks or portfolios.

Ughi e Nunziante acted as Munich Re’s legal advisor with a team led by Partner Filippo Mazza together with Partner Agostino Clemente and Associate Beatrice Gallucci, the latter  for privacy and GDPR related aspects.

Ughi e Nunziante with Italian Fashion Team in the acquisition by Golden Goose

Ughi e Nunziante, with a team composed of Partner Amon Airoldi and Associate Debora Zandara, assisted Italian Fashion Team (IFT), a Salento-based industrial manufacturing company specializing in the design, production and marketing of high-end footwear for some of Italy’s best-known luxury brands, in its acquisition by Golden Goose, a well-known Italian luxury fashion brand specializing in the production of footwear and accessories, for which IFT was already the main supplier.

The press review is available here.

Ughi e Nunziante with King & Spalding alongside Rockhopper in Icsid arbitration against italian state after blocking Ombrina Mare project

Ughi e Nunziante assisted, for the Italian law profiles, the law firm King & Spalding LLP in the international arbitration brought against the Italian State by the British company Rockhopper Exploration Plc, listed on the London Stock Exchange (AIM), and its subsidiaries Rockhopper Mediterranean Ltd and Rockhopper Italia S.p.A.

The arbitration, which began in April 2017 and was conducted at the International Center for the Settlement of the Investment Disputes (ICSID), ended with the Arbitral Tribunal (composed of Klaus Reichert – Chairman, Charles Poncet, and Prof. Pierre-Marie Dupuy) fully accepting the Claimants’ claims. Specifically, the Tribunal found that the Italian State had violated the international Energy Charter Treaty regarding the protection of foreign investments and ordered it to pay total compensation of 190 million euros plus interest. The damages claimed by the plaintiffs included the costs they incurred in connection with the offshore hydrocarbon production project in the Adriatic Sea off the coast of Abruzzo (known as “Ombrina Mare”) and the lost profits resulting from the cancellation of the project.

King & Spalding professionals representing the plaintiff companies were partners Thomas K. Sprange and Benjamin (Ben) Williams, with associates Flora Jones and Kateryna Frolova from the London office, and partner Viren Mascarenhas from the New York office.

Ughi and Nunziante’s team consisted of managing partner Roberto Leccese, together with partner Luigi Cascone, for international procedural profiles, and partner Andrea Marega and senior associate Giorgia Diotallevi, for administrative law aspects.

The full press review is available here.

Ughi e Nunziante in the sale of innovatesapp to DGS (HIG Capital)

Ughi e Nunziante, with a team composed of Partner Filippo Mazza and Associate Chiara Puma, assisted the shareholders of InnovatesApp, a company active in assisting firms in the digital transformation of processes, providing consultancy, implementation and application migration services, and in the management of infrastructures, data and analytics, in the acquisition transaction by DGS (HIG Capital).

On behalf of InnovatesApp’s shareholders, TCFCT – an associated corporate and tax consultancy firm – and Mama Advisory were also involved. Maurizio Russo, who remained shareholder and CEO of Innovatesapp, was assisted on the new deal with DGS by Claudio Mecozzi, Name Partner of Melex law firm.