In corporate governance matters, the attorneys at FABREGA MOLINO & MULINO have participated in the drafting and analysis of compliance regulations for the proper managerial and institutional workings of companies in order to be subject to these demands of modern corporate law.
The firm's diverse securities practice includes representing financial institutions in a wide variety of debt and equity offerings in Panama. The firm advises many of the largest companies in Panama on their offerings and provides counsel on compliance matters.
FABREGA, MOLINO & MULINO have been involved in the advising and structuring of some of the largest transactions related to public acquisition of companies that have taken place in the Republic of Panama during the last years, commonly called as OPAs, coming to have a singular experience in these matters. The firm has had the opportunity to participate as legal advisers of sellers and buyers, in most of the Public Offerings of Securities (OPAS) that have been made in Panama, such as the acquisition of Primer Banco de Ahorros by Banco del Istmo; Cervecería Nacional, S.A., by Grupo Bavaria; Cervecería Barú-Panamá by CA Beverages. All these experiences have brought about a professional enrichment in this novel practice, and have created solid relationships with major law firms and specialized international banking organizations in securitization, mergers and acquisitions.
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RELEVANT TRANSACTIONS
- FABREGA, MOLINO & MULINO acted as the Escrow Agent in the main financial transactions in the history of Panama when the British Bank HSBC, one of the biggest organizations regarding banking and financial services, through a Tender Offer acquired 100% of the shares of the Grupo Banistmo offering a price per share of US$52.63, which is equivalent to a total price of B7.1,770 millions. HSBC places itself by this acquisition, as the main bank of the region, having more that 170 branches in Colombia, Costa Rica, Honduras, Nicaragua, El Salvador, Bahamas and Panama. Our firm participated in such purchase acting as escrow agents of the agreement by which a group of shareholders representing 65% of the shares of Grupo Banistmo, S.A. guaranteed HSBC their acceptance to the launched tender offer, which allowed us to be active members of the takeover bid.
- Legal advisors of the U.S. multinational, General Electric Capital Corporation for the acquisition of the Banco Mercantil de Honduras through the Panamanian subsidiary of BAC International Bank. This entailed the preparation of documents, their presentation and carry out all the formalities needed to obtain the authorization before the Superintendency of Banks of Panama.
- FABREGA, MOLINO & MULINO headed, on behalf of the shareholders of GRUPO PASCUAL, S. A., the process of selling its shares to local investors. Within this process, share purchase agreements were drawn up, a data room was created in order for the investors to revise all legal and corporate documentation.
- Legal advisors to the multinational brewery, Heineken to acquire the part corresponding to the Cervecerías Barú S.A. after a process of selection similar to that of INCEM and Cervecería Nacional. Therefore, FMM had to revise and negotiate the particular terms and conditions of the invitation made by the financial advisors of the sellers, verify and negotiate the terms and conditions of the sales agreements, according to the recommendations of our client (Heineken) financial advisors. In addition, FMM prepared and structured all documents and agreements required to launch the tender offer as a vehicle to obtain the beer related part and carry on its approval by the National Securities Commission and the Stock Exchange. The acquisition being completed, FMM carried out the process of cancelation of the registry of Cervecerías Baru-Panama, S.A. as a public business. This transaction was the first tender offer to be structured through an increase of capital of the main corporation in order to guarantee the purchaser corporation the control of the corporation and after launch a tender offer to take the shares of the sellers shareholders, at the same time with another separated tender offer to acquire the shares of the subsidiary brewery. By this creative innovation, FMM had to carry out representations and supports before the National Securities Commission to back the legal grounds and validity of the transaction without prejudice to the minority shareholders rights.
- We have acted as special Panamanian counsel to Citibank, N.A. Panama Branch Panama who act as Trustee under a purchase agreement among Panama Canal Railway Company (PCRC) and Morgan Stanley & Co. Incorporated in connection with the issuance by PCRC of senior secured notes up to the maximum principal amount of US$100,000,000.00.
- Legal advisors for Universidad Latina de Panama on the private issuance of bonds, 15 million dollars.
