Systra Iberica Ingeniería S.A.C. (Systra Group) [Counterparty: Systra Subterra Ingeniería S.A.C.]

Acquiring remaining minority stake in Peruvian engineering company. Our firm advised Systra—one of the world’s leading engineering and consulting groups specialised in public transport and mobility solutions—on acquiring the remaining minority stake in Systra Subterra Ingeniería, consolidating full ownership. Negotiating and structuring SPA: Our team assisted in structuring and negotiating of the share purchase agreement (SPA) to ensure legal certainty and compliance with corporate regulations. The transaction involved complex negotiations with the minority shareholder, particularly regarding the post-acquisition role of the minority shareholder, who remained as a manager in the company. Arrangements with former minority shareholder as company’s manager: Given the continued involvement of the minority shareholder as a manager, we negotiated and formalised employment terms, including non-compete and non-solicitation obligations. Our advisory included structuring remuneration, bonuses, and other contractual arrangements to align with legal and commercial objectives. Consolidating ownership of client’s first company in Peru: Through this transaction, the client consolidates the ownership of its first company in Peruvian territory, enabling it to participate in various infrastructure projects. Latest development: The acquisition was completed.

Matter value – include currency and amount in figures :

Systra Group’s consolidated income in 2023: USD 1 billion

Is this a cross-border matter? If yes, please indicate the jurisdictions involved :

Yes: Peru; France; Spain

Lead partner :

Carlo Viacava

Other team members :

Valery Vicente; Roxana Bazo

Other firms advising on the matter and their role(s) :

N/A

Date of completion or current status :

September 2024