Deal Maker of the Year Awards 2012 WINNER - ITALY

DEAL: Elgi Equipments Acquires Rotair S.p.a

NAME: Rosario Zacca COMPANY: Gianni-Origoni-Grippo-Cappelli Partners POSITION: Corporate/M&A Partner and Head of India Desk TEL: +39 02 763741 Email: rzacca@gop.it

BIO:

Rosario Zaccà specialises in corporate and commercial law, mergers and acquisitions and private equity, and has significant expertise in joint ventures and multi- jurisdictional transactions. Due to his strong experience in a broad range of corporate and M&A issues, he is frequently asked to represent some of the largest Italian and multinational companies and to handle complex transactions that require a sophisticated approach. In 2011 he was awarded with the ILO Client Choice Award for M&A in Italy.

As Head of the firm’s India Desk, he has extensive experience in assisting Indian companies in their activities in Italy, and Italian companies investing in India.

Rosario has been with the firm since 1994. He spent four years in the firm’s New York office and a semester with a City firm in London, before returning to Milan where he was made partner in 2001. He is now in charge of the management of our Milan office.

He graduated in Law from the University of Catania. He studied common law and the English legal system at City of London Polytechnic and International Law at the Academy of International Law in The Hague.

He is a member of the Italian Bar Association and the International Bar Association, and is licensed to practice before the Italian Supreme Court.

He speaks Italian and English. DEAL OVERVIEW:

Gianni Origoni Grippo Cappelli & Partners has just recently concluded a transaction which involved the acquisition by Elgi Equipments Group - Indian market leader and Asia's largest manufacturer of air compressors and automobile service station equipment - of a 100% stake in Rotair S.p.A., an Italian company based in the Piedmont region (Caraglio - Cuneo), market leader in design, manufacturing and distribution of a wide range of compressors, entirely owned and managed by the Donadio family.

The transaction was characterized - right from the start - by deep, on-going trust and good faith between the parties. Following the acquisition, the Indian buyer not only kept on the members of the previous owner’s family as managers, but they also decided to maintain the company’s name “Rotair”, its production site in Caraglio (Cuneo) as well as all of the 65 local employees. This is an extremely important factor as it shows how a non-Italian company, such as an Indian one, may invest in Italy whilst maintaining local management and production, thus guaranteeing the “made in Italy” products in their portfolio.

As to the significant legal aspects, the corporate by-laws were amended to allow the company founder to be appointed as Emeritus Chairman of the company, whilst a sophisticated escrow and bank guarantees mechanism was set up in order to ensure mutual comfort for all involved parties.

This is just one example of the growing opportunities arising between Italy and India. India has been expressing a great interest in investing abroad and Italy, in particular, offers good prospects to explore

in different sectors. Due to similarities between India and Italy and because of the attractiveness of a very promising market as the Indian one, Italian companies seem to be more and more interested in setting-up joint-ventures, signing contractual agreements and even selling their business to Indian companies.

These factors lie on the basis of our established India Desk which is sensitive to cross-cultural issues and assists clients in crossing those “cultural bridges” while also promoting business relationships between Italy and India.

Given the limitations imposed by Indian law regarding the possibility for foreign firms to establish a direct presence in the country, our India Desk has established, throughout the years, non-exclusive relationships with a number of leading local law firms and it has developed a network of contacts with major institutions, banks, business organizations and other selected business consultants thus allowing clients to receive wide-ranging services and comprehensive information.

As of today, our desk has worked on key transactions that took place between the two countries. Headed by Corporate Partner Rosario Zaccà, the team also includes Ms. Francesca Cesca, India desk coordinator located in our Abu Dhabi office, where she can serve more effectively our Indian clientele. As the only Italian firm present in the United Arab Emirates, the Abu Dhabi office allows us to assist our Italian and foreign clients in their investments in the Middle East, Chinese, Russian and Indian markets.