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Share Purchase Deal pursuant to which MYERS HOLDINGS BRASIL LTDA
acquired 100% of the stock of PLASTICOS NOVEL DO NORDESTE S.A
(NOVEL BAHIA) subject to a prior corporate reorganization of NOVEL
BAHIA whereby the company PLASTICOS NOVEL DO PARANÃ S.A
(NOVEL PARANA) would be a wholly owned subsidiary of NOVEL
BAHIA.
Value of the Deal
US$ 27.500.000,00
Closing date
July 3rd, 2012
DeA Participation
DeA assisted Myers Group on the legal due diligence and risk
assessments, definition of the transaction structure, negotiation
of the terms and conditions of the transaction, preparation of the
Letter of Intent (LOI), draft of the Share Purchase Agreement
(SPA), as well as documentation, schedules and ancillary
contracts.
Members of DeA Involved
1. Partners: Edimara Iansen Wieczorek, Daniel
Caramaschi and Luciano Burti Maldonado
2. Associates: Marco Favini, Luciano Wolf de
Almeida and Graziela Mellis
Other Law Firm Involved - Individual Names
Counsel to the Sellers only in part of the transaction: Barbosa,
Müssnich& Aragão
Individuals: Plínio Simões Barbosa
Counsel to Myers Group in USA: Benesch, Friedlander, Coplan
& Aronoff LLP
Individuals: Megan L. Mehalko and Sara Bunke Evans
Participation of In-House Counsels
1. BNY Mellon Brasil (Escrow Agent) - Villemor
Amaral Advogados
Since MYERS INDUSTRIES (parent company of MYERS HOLDINGS BRASIL
LTDA) is a NYSE-trade company the transaction involved a high level
of complexity to implement Corporate Reorganization pursuant to
which NOVEL PARANÃ would be a wholly-owned subsidiary of
NOVEL BAHIA prior the Closing.
The NYSE-trade rules and the terms of the transaction demanded
the immediate payment of all tax and banking debts carried out by
both NOVEL PARANÃ and NOVEL BAHIA at the same day of the
Closing. Such payment allocated about US$ 25.000.000,00 in debts
and demanded prior conference and monitoring acts with the tax
authorities and banks to allow the payment of all debts, as well as
the payment of the share purchase price to each of the Sellers and
capital contribution to each of the acquired companies in one
single day.
In addition, since NOVEL PARANÃ and NOVEL BAHIA were both
a family owned companies, the transaction managed issues to avoid
risk associated to FCPA rules.
President and Chief Executive Officer John C. Orr said,
"Novel complements our existing material handling business in
Brazil, and has strong ties with industry-leading companies through
its reputation for innovation and service. Novel clearly fits our
material handling and geographic growth strategy."
Founded in 1975, Novel has two manufacturing facilities located
in the Brazilian states of Bahia and Paraná, covering the
major industrial and agribusiness centers of northeastern and
southern Brazil. Specializing in injection molded material handling
products, Novel is a leader in reusable plastic containers for
markets ranging from food and beverage to agriculture. Its
industrial safety and traffic products range from safety helmets
and ear protection to signs and flooring. With major international
companies as its customers, Novel is highly regarded for continuous
innovation, quality and service.
Contact Info of the Client (name, title, telephone,
e-mail)
John Orr
President & Chief Executive Officer - Myers Industries,
Inc.
Tel: (330) 761-6139
email: jorr@myersind.com
Salvador Incanno
Vice President of Business Development & Corporate Treasurer
- Myers Industries, Inc.Tel: (330) 253-5592
Direct: (330) 761-6313
Fax: (330) 761-6375 • Mobile: (330)
208-7748
email: sincanno@myersind.com
Jose A Panosso
General Manager - Myers do Brasil
Fone +55 (19) 3847-9990
Fax +55 (19) 3937-4451
Cel +55 (19) 9633-3028
email: jpanosso@myersind.com
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Arbitration in Brazil is regulated by Law No. 8,307, of September 23, 1996 (the Brazilian Arbitration Act), which applies to all arbitral proceedings with their seat in the Brazilian territory, and it is based on the UNCITRAL Model Law and on the Spanish Arbitration Law of 1988.
The Brazilian Superior Court of Justice (STJ) recently took another step towards the consolidation of arbitration as an alternative means of dispute resolution.
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