Santander / ABN Amro closes in Brazil

August 11, 2008 6:29 AM

The largest cash M&A transaction ever – the purchase of Dutch bank ABN Amro by a consortium led by the Royal Bank of Scotland – has closed in Brazil.
Uría Menéndez led the global team for Banco Santander, the consortium member which bagged ABN Amro’s Latin American assets, with Uria’s affiliate Dias Carneiro Advogados leading the Brazilian work.

Managing associate Rafael D'Avila says that although the team did not face significant issues in Latin America, gaining regulatory clearance across the region was a challenge. "We had to show the regulators that although there was a change in control, the structure of the ABN Amro group would remain the same, which was new for many of the regulators," he says.
“Keeping pace with the global deal, and ensuring that we had either clearances from the regulators or written confirmations they were not needed, was a challenge,” he adds.

The €71 billion global deal was announced in early 2007, with the full offer for ABN Amro settling in November. Once the division of ABN’s assets between the three banks in the consortium was approved by the Central Bank in the Netherlands, the plan for passing the Brazilian assets to Santander could begin.

A holding company was created for ABN Amro’s Brazilian assets ready for an April demerger of ABN Amro in the Netherlands. Once the holding company had control, all was in place for the authorisation from the Dutch Central Bank, given on 22 July, for Santander to acquire the Brazil assets.

The next day, the Brazilian Central Bank authorised the transaction, and the day after that, the share purchase agreement was executed.

After the deal closed, Santander undertook an internal reorganisation, this time turning to TozziniFreire in Brazil. Partner Mauro Guizeline says: “The merger of shares will be implemented with the purpose of restating the investments of Banco Santander Spain in Brazil, and unravelling the current corporate structure of the companies, and turning Banco Real and ABN AMRO into wholly-owned subsidiaries of Banco Santander.

The transaction will result in higher efficiency in the corporate structure and more flexible decision-making as well as provide higher development and profitability to the businesses of Banco Santander, Banco Real and ABN AMRO.”

ABN Amro acquired all of Brazilian Banco Real’s shares in 1998, thus creating Banco ABN Amro Real.

Elsewhere in the world, the Royal Bank of Scotland got ABN’s wholesale banking arm and Asian operations, and Fortis took the Netherlands retail and wealth management units.

Counsel to Santander

For the merger

International
• Uría Menéndez

Brazil
• In-house counsel – general counsel Arnaldo Dutra and attorney Marcelo Angelini
• Dias Carneiro Advogados
  Associates Rafael D'Avila and Guilherme Ziegler

For the restructuring

• TozziniFreire Advogados
   Partners Mauro Guizeline and Marcelo Rodrigues and associate Helena Mesquita

Counsel to RBS

• Linklaters

Counsel to ABN Amro

• Allen & Overy LLP
 

 
(Source: LatinLawyer)

August 7, 2008