JP Morgan IIF LP, fund managed by J.P. Morgan Investment Management Limited entered into a sale and purchase agreement to acquire 60% stake in Falck Renewables S.p.A. (BIT:FKR) from Falck SpA for €1.5 billion on October 19, 2021. Pursuant to the terms of the transaction, J.P. Morgan shall pay €8.81 per share. The price per share will not be subject to any adjustments arising from the possible conversion of Falck Renewables S.p.A.’s convertible bond into Falck Renewables S.p.A., equity. The agreement includes, as customary, specific downward consideration adjustment mechanisms, which will only be triggered in the event of distributions to Falck Renewables S.p.A., shareholders prior to closing. Falck SpA would be selling its entire 60% stake. Upon closing of the transaction, J.P. Morgan will launch a mandatory cash tender offer for Falck Renewables S.p.A.’s remaining share capital at the same Price per Share offered to Falck SpA, with the intention to delist Falck Renewables S.p.A. Subject to closing of the transaction, J.P. Morgan also intends to launch a cash tender offer for Falck Renewables S.p.A.’s convertible bond addressed to qualified investors only, at the same terms and conditions. Closing of the transaction is subject to obtaining relevant regulatory and other approvals and is anticipated to be finalized in the Q1 2022. As per update on February 14, 2022, all conditions for the transaction has been fulfilled and completion is planned on February 24, 2022.
Rothschild S.p.A., acted as financial advisor, whereas Cleary, Gottlieb, Steen & Hamilton LLP (Milan) acted as legal advisor to Falck Renewables S.p.A. Vitale&Co. S.P.A., acted as financial advisor, while ADVANT Nctm, Giliberti Triscornia e Associati Studio Legale and Freshfields Bruckhaus Deringer LLP acted as legal advisors to Falck SpA. Evercore Inc. (NYSE:EVR) acted as financial advisor, whereas Clifford Chance Studio Legale Associato acted as legal advisor to J.P. Morgan Investment Management Limited.