Hernandez & Cía. Abogados advised The Carlyle Group in Peru in the design and execution of a transaction involving the transfer of its controlling stake in Hermes Transportes Blindados S.A., “Hermes”, in favor of CVC Capital Partners Fund VII

Hernandez & Cía. Abogados advised The Carlyle Group in Peru in the design and execution of a transaction involving the transfer of its controlling stake in Hermes Transportes Blindados S.A., “Hermes”, in favor of CVC Capital Partners Fund VII, for an enterprise value of approximately $400,000,000.00. CVC also acquired a stake from Patrimonio Fideicometido del Fideicomiso Familiar De Osma. This acquisition was done through a 100% cash public tender offer made by a local SPV incorporated by CVC for this purpose (“CVC’s SPV”), through the facilities of the Lima Stock Exchange (“LSE”) and pursuant to Peruvian applicable regulation to tender offers, for a total amount 73,231,163 shares, at a price per share of US$3.2275, which represented more than 83% of the outstanding shares of Hermes, for a total amount of more than US$236,350,000.

As part of this transaction, on October 18th, 2019, CVC Capital, The Carlyle Group and Patrimonio Fideicometido del Fideicomiso Familiar De Osma (De Osma Trust), entered into a Share Tender Offer Agreement (“TOA”) pursuant to which CVC assumed the obligation to formulate such tender offer, subject to certain terms and conditions regulated in the TOA.

This is an important transaction that will serve as a precedent for future operations of this type that foreign and local companies and funds wish to structure in our market, mainly due to the experience gained and the challenges overcome by the structuring entity, the legal advisors, the Stock Exchange Agent, the Lima Stock Exchange and the regulator.

Hermes is listed in the Lima Stock Exchange (“LSE”) and is a leading provider of cash management services with a nationwide network of 18 branches, 228 armored vehicles and over 3,700 employees. The company offers valuable logistics, cash processing and custody services to a blue-chip client base comprised of more than 1,000 active clients in the financial, retail, utilities and mining segments. Hermes is a mission critical partner to the largest financial institutions and retail organizations in Peru.

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