mARCH 2012 90 Legal Transactions

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  www.lawyer-monthly.com DEAL REPORT

CONSTELLIUM RECEIVES BINDING OFFER FOR THE ACQUISITION OF ALCAN INTERNATIONAL NETWORK BY CELLMARK

Constellium has received a binding offer from CellMark to acquire Alcan International Network (AIN), the trading division of Constellium that mainly specializes in Specialty Chemicals, Minerals and Raw materials. CellMark is one of the world’s foremost providers of supply chain services to the pulp and paper industry. Constellium will respond to Cellmark’s binding offer following the completion of

information and consultation requirements with the relevant employee representation bodies. Completion of the sale is subject to various conditions, including regulatory filings in a number of jurisdictions. Christel Bories, Chief Executive Officer of Constellium, commented: “Cellmark is

a highly respected company in the paper and pulp trading industry and is very committed to supporting AIN to further develop its leading market positions. The divestiture of AIN would enable Constellium to focus on its core business – namely, the development and manufacturing of value added and innovative aluminium-based products.” Sir Adrian montague, Chairman of Cellmark Investment AB, remarked: “The

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acquisition of AIN would mark an important step in Cellmark’s development. The technical expertise and strong market connections of AIN would complement our existing operations, and Cellmark’s access to capital, its cultural values and risk management expertise would offer our new AIN colleagues exciting opportunities to grow and develop the AIN business alongside Cellmark’s core activities in forest products. The combination of these two businesses would provide a platform to strengthen and develop our supply chain services for both commodities and specialties.” LM

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ANTENA 3 IN MERGER AGREEMENT WITH LA SEXTA

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Antena 3 has signed an integration agreement with Gestora de Inversiones Audiovisuales La Sexta S.A. and with the shareholders of the latter, with a view to proceeding with the integration of the two companies by means of a merger by absorption of La Sexta by Antena 3, who will acquire all the assets and liabilities of La Sexta in a universal transfer with the resulting cancellation of the legal personality of the latter. Notwithstanding compliance with the corresponding legal requirements and, in particular, the approval of the Spanish Competition Authority (CNC), it is envisaged that the shareholders of La Sexta, in exchange for the assets and liabilities of the same, will receive 15,801,296 shares of Antena 3, which, once the merger has been executed, will represent 7% of its share capital. To that end, in order to cover the exchange, Antena 3 is to increase its share capital by issuing 14,620,000 new shares (of which 13,438,704 will be ordinary shares and another 1,181,296 shares will be shares that will not grant economic rights for a period of two years as of the date of effect of the merger), while the remaining shares that correspond to the shareholders of La Sexta will come from the treasury stock of Antena 3. LaSexta was represented by regular adviser ECIJA, led by managing Partner Hugo

Écija, alongside Corporate Partners Leticia Domínguez, Esmeralda Campos and Emilio Prieto. LM