Hernández & Cía. Abogados (Peru), Simpson Thacher & Bartlett (US) advised Aenza, as target company, its Board of Directors and its Management, in the unsolicited Tender Offer issued by IG4 in Peru and in the US.
IG4 is a Brazilian private equity firm with several investments in the region. Through the unsolicited Tender Offer, as well as the execution of certain agreements and contracts (trust and syndication agreements) with certain shareholders of Aenza (founding families and certain former officers of the company), IG4 acquired 33.86% of the company’s shareholding.
Regarding the unsolicited Tender Offer, IG4 offered to pay S/1.88 per share and S/9.40 per ADSs, in both the Peruvian and US Tender Offers. By these Tender Offers, IG4 seeked to obtain 12.29% of Aenza’s shareholding (107’198,601 shares).
In addition, IG4 executed certain agreements with certain shareholders of Aenza, that obliged to accept the Tender Offer for part of their shareholding (10.65%), and transfer to a trust or act under syndication agreements for the rest of their shareholding participation (12.84%). Due to the success of such Tender Offers, and to an excess of the tendering regarding the offered shares, a pro rata factor of 0.180065 was applied. Therefore, such shareholders under agreements with IG4, after applying the pro rata and liquidating the Tender Offers, transferred o 8.73% of their remaining shareholding participation to a trust with IG4 as beneficiary.
Aenza S.A.A. is one of Peru’s main construction, infrastructure, and real estate platform, with investment in the region and especially in Chile, Peru and Colombia. The company has business in the engineering and construction, infrastructure and public services and oil & gas markets, as well as in real estate, and lists in the NYSE (through ADSs) and in the Lima Stock Exchange.
This advisory included the analysis of actions and responses by Aenza, as issuer and target of the unsolicited Tender Offer, its Board of Directors and its Management, under Peruvian and US regulation, since its announcement, communication of intention by IG4 and during the Tender Offers until its liquidation and announcement of results to the market. The complexity of this advisory not only includes the standards of action by the Board of Directors and Management of Aenza during unsolicited Tender Offers, but also the interactions with the Peruvian regulator (SMV) and the US regulator (SEC), regarding the Tender Offer but also the agreements executed by IG4 with certain former shareholders (considering that Peru has no recent experience with unsolicited Tender Offers).