Client: China Communications Construction Co. Ltd (CCCC) / Project Rock
Announcement Date: 27/11/2020
Closing Date: 30 June 2021 (Long Stop Date)
Confidential?: No
Type of Transaction:
ACQUISITION OF SHARES
SHARE CAPITAL INCREASE
PUBLIC OFFER
Synopsis of the Deal: VdA advised China Communications Construction Company, Ltd. (“CCCC”), one of the largest infrastructure groups in the world (top 5), in the acquisition of a stake of slightly more than 30% in MOTA-ENGIL S.G.P.S., S.A. (“Target Company”) (“Transaction”). The Transaction involves the acquisition of 55 Million shares through a sale and purchase agreement executed with Mota Gestão e Participações, SGPS, S.A. (“MGP”) and the right of subscription of an additional stake through a share capital increase to be performed by the Target Company and approved by the Target Company’s General Meeting.
The effectiveness of the Transaction is, however, dependent on the verification of several legal and contractual conditions precedent, including approvals or consents of Governmental Authorities and the approval of the share capital increase by the General Meeting of the Target Company.
VdA’s assistance involved the performance of a due diligence over the Target Company and the preparation and negotiation of a sale and purchase agreement executed by and between CCCC and MGP and in the preparation and negotiation of an investment agreement executed by and between CCCC and the Target Company. VdA also advised CCCC in the preparation of several other corporate documents related to the Transaction.
Target Company:
Founded in 1946, today the Mota-Engil Group is a multinational with operations focused on construction and infrastructure management in the segments of Engineering and Construction, Environment and Services, Transport Concessions, Energy and Mining.
As a leader in Portugal with a consolidated position in the ranks of the 30 largest European construction groups, Mota-Engil is making its mark in 23 countries, in three distinct geographical areas – Europe, Africa and Latin America, with holdings in over 200 companies, Mota-Engil assumes a position in the market according to the values and cultural identity of the organisation, grounded in a unique and integrated strategic vision for the Mota-Engil of the future: a more international, innovative and competitive Group on the global scale.
With this Transaction Mota-Engil Group will strengthen its financial and commercial capabilities and improve its international positioning.
Group Target Industry:
CONSTRUCTION & MATERIALS
TRANSPORT CONCESSIONS
ENVIRONMENT AND SERVICES
VdA Sectors:
CAPITAL MARKTS
IMOBILIÁRIO E CONSTRUÇÃO
Country of Target: Portugal
Seller (%) MGP – Country: Portugal
Purchaser/Investor CCCC – Country: China
Deal Value (in local currency): [Confidencial]
Financial Advice:
Haitong Bank, S.A.
KPMG (China)
Legal Advice:
VdA – Advised - China Communications Construction Company, Ltd.
Morais Leitão, Galvão Teles, Soares da Silva & Associados - Sociedade de Advogados, SP, RL. – Advised – MOTA-ENGIL S.G.P.S., S.A. and Mota Gestão e Participações, SGPS, S.A.
VdA Team Involved:
Jorge Bleck; Head of Practice Partner; M&A
Helena Vaz Pinto; Partner; M&A
José Pedro Fazenda Martins; Partner; Banking & Finance
Orlando Vogler Guiné; Managing Associate; Banking & Finance
Isa Rodrigues; Associate; M&A
Due Diligence: Virtual Data Room Provider: Intralinks
Additional Advisers: White & Case LLP (Local advisor in China) – Advised - China Communications Construction Company, Ltd.
Press Release / Links: