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.

Partnership for isotanks cleaning services in Peru. Our firm is assisting Marval Perú with the implementation of a new business with Terminales Portuarios Peruanos, which is a strategic partner in the maritime sector. This new endeavour will provide complimentary services to big players through a new company focused on the provision of cleaning services for isotanks. Comprehensive business structuring: Our work includes advisory on the structure of the business, the negotiation of the initial binding documents, the incorporation of the new company, a shareholders’ agreement, a lease agreement, and ancillary documents. Our client has the know-how and found a potential partner with the ownership of a great land that would enable the development of the new production business and enough additional space to eventually increase the initial production capacity. Due diligence on premisses to enable business implementation: We are undertaking the legal due diligence of the premises involved in the implementation of the business, which includes our assessment of corporate, real estate, environmental, and regulatory matters. We are also analysing the best form for our client to contribute while safeguarding its know-how regarding the newco. Challenging negotiations for major investment: The negotiation with the new partner is challenging due to the sophisticated structure required to reflect subsequent obligations once certain conditions are met during the project development. Additionally, both companies will mutually benefit from the development of the project and the execution of a major investment. Latest development: With our assistance, the newco was incorporated and is starting its operations, while we continue to advise the client.

Acquisition of Peruvian industrial coating business. Our firm is advising Saint-Gobain—global leader in lightweight and sustainable construction—on the acquisition of 100% of the shares of a family-owned industrial coating business in Peru. Besides being involved in the structure of this new deal, we are also assisting the client with the negotiation and drafting of all necessary documents towards closing, and the post-closing stage. Regulatory compliance and market impact assessment: Our advisory also covers the analysis and calculation of the applicable thresholds to determine whether the transaction must be notified to the Peruvian Competition Authority. Additionally, we assess the potential impact of the transaction on the Peruvian market to identify any possible negative effects on the competitive process. Strategic M&A advisory with industry expertise: Our client is an important player in its industry and we have advised our client on several acquisitions for its expansion in Peru over the last six years. Besides providing our first-level M&A advisory on this matter, we can add to it a deep knowledge of its business and negotiation strategy for this kind of transaction. Latest development: The transaction is on hold for the moment for commercial matters.

Formalising merger with competitor. Our firm is assisting Aleph in formalising the merger of its company Internet Media Services Peru with the Peruvian subsidiary of the media representation of Entravision, which was its competitor. The acquisition was made by Aleph on July 2024 and the client requested our assistance to look for the best option to formalise the transaction. Considerations to achieve efficient structure: The purpose of this merger is to gain some efficiency though the merger of both business into one legal entity. We considered the management and commercial points of view, as well as the compliance with all applicable labour, tax and general legal obligations. Structuring and documenting intercompany merger: Taking into account we are facing an intercompany merger; we are in charge of the structure as well as the drafting of all necessary documents for the accurate implementation of this transaction. Global leader in digital advertising: Aleph is a global digital advertising powerhouse operating in more than 150 countries. With a team of over 1,500 digital experts in more than 75 offices worldwide, Aleph combines global reach with local expertise to deliver results to its clients. Expanding global presence and digital partnerships: The acquisition of the division of media representation of Entravision by Aleph resulted in the strengthening of Aleph presence in 29 markets, through Southeast Asia (formerly MediaDonuts), Latin America, and Central America (formerly Cisneros Interactive), extending its relationships with partners such as TikTok, X (formerly Twitter), Spotify, Pinterest, Criteo, Snapchat, and others. Latest development: With our assistance, the merger documents are being formalised.

Expansion of Canadian food company in Peru. Our firm is advising Russet House—a Canadian company with extensive experience in the production and commercialisation of certain food products—on the development of a new production business line through two newco in Peru. Structuring and drafting transaction documentation: We have advised the client on the structure of the transaction, the drafting of the memorandum of understanding (MoU), and the incorporation documents for the newco. Peru emerging as regional hub for food supply: One of the most interesting aspects of this transaction is that our client already is a provider of one of the biggest worldwide chains of fast food and, therefore, the new production business will also be distributed to other countries of our region, making Peru the hub for the latter. Strategic partnership for high-quality food production expansion: Our client has found a potential partner with large experience in the production of food products with a high level of quality; which is the owner of a great land that would permit to develop the new business and moreover, it counts with enough additional space to eventually increase the initial production capacity; as well as with great workers with solid experienced and duly qualified. Latest development: We are providing advisory to our client on the formalisation of several contribution to capital and assets contributions.

Strategic acquisition of mining company in Peru. Our firm is advising Mitsui Mining & Smelting on an M&A transaction for the acquisition of Compañía Minera Quechua, in which the client has, indirectly, a minority interest jointly with Pan Pacific Copper to Glencore Perú. Key agreements in transaction process: The transaction not only involves a negotiation of the Share Purchase Agreement (SPA), but also a conditioned Land Purchase Agreement (LPA) between the Peruvian branch of the client and the counterparty, which had to be signed as part of the transaction. The SPA and LPA were signed on December 24, 2024 Strengthening mining operations with strategic expansion: Glencore Perú has zinc and copper mining operations, along with a logistics unit in Callao and corporate offices in Lima. The transaction will provide Glencore Perú with important mining lands that will allow to generate synergies with its existing operations and bring greater development to the area. Leading Japanese metal manufacturer: Mitsui Mining & Smelting is a Japanese company established in 1950 that engages in the manufacturing and sale of metal products. It has more than 12,000 employees. Latest development: Currently, the parties are working on completing the closing conditions for the SPA and suspensive conditions for the LPA involving negotiations with local communities and rectification of boundaries of the lands, which is expected to take approximately 24 months.

Appeal against rejection of trademark registration. Our firm is assisting Livon Laboratories with an appeal before the National Institute for the Defence of Free Competition and the Protection of Intellectual Property (INDECOPI) following the trademark authority’s rejection of the trademark ALTRIENT in class 5. Lack of confusion between trademarks: The client filed for the registration of the trademark ALTRIENT in classes 5 and 35. The Peruvian Trademark Office granted the trademark ALTRIENT in class 35 but rejected it in class 5 due to the pre-existing trademark ARTRI-END in class 5. We appealed this decision, arguing that the marks are not confusing and can coexist in the market without risk of confusion. Essential IP protection for developer of innovative dietary supplements: LivOn Laboratories is an American laboratory that developed Lypo-Spheric® Vitamin C, the first dietary supplement using liposomal encapsulation technology. Considering that it was a multiple trademark application, we requested the division of the trademark application in class 35 so that it could be registered, and the appeal procedure could continue in class 5. Thus, the case is essential for LivOn to protect its trademark ALTRIEND in Peru. Latest development: Our appeal is pending resolution in the second and final instance.