Share transfer agreement
Legal assistance in a transaction for the transfer of shareholding interests in a bank
The Firm provided legal assistance in a business combination aimed at the transfer of shareholding’s interest in a financial institution in favour of a special purpose acquisition company (Spac), listed on the multifacility trading system AIM Italia.
In particular, the Firm assisted the bank and its shareholders in the structuring of the transaction, as well as in drafting and negotiating the preliminary agreement for the sale and contribution of shares, defining any and all ancillary agreements for the execution of the transaction.
The agreement envisages the transfer of shares representing more than 90% of the share capital of the bank. The transfer of shares will be performed partly through cash payment in favour of the bank’s shareholders and partly through contribution by the latter of shares within a reserved share capital increase of Spac granting them with newly issued shares.
The closing of the transaction is subject to the authorization by competent authorities as well as to the approval by the relevant corporate bodies.