Jan 19, 2010

Cleary Gottlieb acted as U.S. and English counsel to YOOX S.p.A. in the initial public offering of 27,980,309 ordinary shares. The offering was the only initial public offering by an Italian issuer completed in 2009. The offering consisted of a primary and secondary offering to the public in Italy and to institutional investors in and outside of Italy pursuant to Regulation S and Rule 144A. The shares were listed on the Mercato Telematico Azionario – STAR Segment, managed by the Borsa Italiana S.p.A. Goldman Sachs and Mediobanca acted as Joint Global Coordinators for the offering.

The deal priced on November 30 and initially closed on December 3. The initial public offering price was set at €4.30 per share. The issuer sold 6,240,000 ordinary shares and the selling shareholders sold 21,740,309 ordinary shares (including over-allotment shares).

As a result of the IPO, YOOX’s private equity investors cashed out. The YOOX IPO has been one of the very few initial public offerings in Europe in recent months, and the first in Italy (other than small IPOs outside of the main Italian market) since the 2008 IPO of MolMed, in respect of which Cleary Gottlieb also acted as issuer's counsel.

YOOX is a global internet retailing partner for leading fashion and design brands. It has established itself amongst the market leaders with the multi-brand stores yoox.com and thecorner.com, as well as with numerous mono-brand stores. YOOX has logistics centers and offices in Europe, the United States and Japan, and delivers goods in 57 countries in the world.

Oct 26, 2009

On October 26, Cleary Gottlieb won an important victory for SKY Italia Srl against Publitalia ’80 Concessionaria Pubblicità SpA (part of the Mediaset group) before the Tribunal of Milan. In particular, the Tribunal of Milan upheld the request for interim measures filed by SKY Italia Srl and ordered that Publitalia must refrain from “arbitrarily refusing to accept and continue Sky Italia Srl’s advertising campaigns, with the only aim of benefiting Mediaset Premium services.” The Tribunal affirmed that such conduct is the “expression of an anticompetitive agreement with the affiliated company that provides such services” which - as a whole - qualifies as a boycott in violation of unfair competition rules under article 2598 no. 3 of the Civil Code. The Tribunal also ordered that the decision be published by the claimant and at the expense of the defendant Publitalia Spa in major Italian newspapers.

Oct 01, 2009

Cleary Gottlieb represented Mediobanca – Banca di Credito Finanziario S.p.A. in an equity investment in the context of the restructuring of the Ferretti Group, the world famous luxury yacht maker owning, among others, the Ferretti, Riva, Pershing, Itama, Bertram, and Apreamare trademarks.

The restructuring involved both the group’s equity structure and its debt, which exceeded €1 billion. The debt restructuring was completed through the partial cancellation and rescheduling of the senior debt facility and the cancellation of the entire second lien and mezzanine facilities, resulting in the halving of the overall group’s indebtedness. In exchange for the waiver of their accounts receivables, the Ferretti Group’s financial creditors received certain groundbreaking financial participation instruments issued by the new parent company of the Ferretti Group. Such instruments grant to their holders participation rights in the group’s future profits and distributable reserves, the right of conversion into Ferretti shares in certain circumstances, as well as certain veto rights. In the context of such transaction, Mediobanca and a managers’ company led by Norberto Ferretti, which jointly provided €85 million of new equity, replaced the previous shareholders.

Aug 20, 2009

Cleary Gottlieb acted as U.S. and international counsel to Enel S.p.A in its recently-completed €8.0 billion capital increase, the largest equity offering in Italy in recent years and one of the largest rights offerings in Europe this year.

The multi-step transaction, which was open to Italian retail investors and to institutional investors on a Regulation S/Rule 144A basis, consisted of an offering to Enel's existing shareholders of rights to subscribe for newly-issued shares at a discount to the then-current market price, a concurrent period during which the rights were traded on the Italian Stock Exchange and, finally, an auction on the Italian Stock Exchange of any remaining unexercised rights. More than 99.5% of the rights were exercised by the end of the initial trading period, and all of the remaining rights were taken up in the auction.

The Enel Group is the leading electricity operator in both Italy and Spain and one of the leading global operators in the fields of generation, transportation, distribution and sales of electricity; the Group also imports, distributes and sells natural gas. The successful offering, which resulted in the issuance of over 3.2 billion new shares that increased Enel's share capital by 34.21%, was primarily motivated by Enel's international expansion. In particular, it served to replenish capital used in completing Enel's recent acquisition of an additional 25.01% interest in a leading Spanish energy company, Endesa S.A., a transaction that brought Enel's total interest in Endesa to 92.06%.

Banca IMI S.p.A., J.P. Morgan Securities Ltd., and Mediobanca – Banca di Credito Finanziario S.p.A. served as Joint Global Coordinators and Co-Bookrunners for a large syndicate of Italian and international banks that had agreed to place any new shares that had not been subscribed for at the end of the auction. The very challenging transaction, which was notable for an accelerated timetable and the issues posed by the current financial crisis and the large number of jurisdictions involved, closed successfully on July 10.

Cleary Gottlieb has acted as counsel in the largest Italian equity offering in each of the last five years.

Sep 30, 2009

Cleary Gottlieb represented A2A S.p.A. in the acquisition of a 44% stake in EPCG, the state-owned Montenegrin energy company. The deal, which closed on September 30, was consummated after A2A placed the winning bid in the public auction held by the Government of Montenegro for the privatization of EPCG.

The transaction was carried out in multiple steps, including via block trade transactions executed directly on the Montenegro Stock Exchange and, after winning the auction, by purchasing part of the Montenegrin Government’s shares in EPCG, subscribing to a reserved capital increase and purchasing shares from minority shareholders. The aggregate purchase and subscription price paid by A2A in connection with the transaction was €436 million.

The agreement entered into between A2A and the Government of Montenegro (which retains a 55% stake in EPCG) includes several provisions regulating the governance and management of the company.

Apr 23, 2009

Cleary Gottlieb won the dismissal of interim measure requests against an innovative offering of Telecom Italia. Through five separate actions, three of Telecom Italia’s major competitors (Fastweb, Tiscali, Wind) and two national associations of Internet providers (Associazione Italiana Internet Providers-AIIP and Assoprovider) requested that the Milan Tribunal grant an interim injunction aimed at inhibiting the advertising and the commercialization of Alice Casa, an innovative offering of Telecom Italia.

The plaintiffs claimed that Alice Casa – the first offering by Telecom Italia entirely based on Voice over Internet Protocol (VoIP) technology – was predatory and not replicable by Telecom’s competitors. They also alleged that selling together VoIP services, broadband access and IPTV constituted an abusive bundling in violation of Article 82 EC. Finally, they claimed that Alice Casa breached certain regulatory obligations with a view to locking-in end-users.

Cleary Gottlieb showed that – as also recognized by the Italian Communications Authority, AGCOM – Telecom Italia’s competitors are in a position to, and do currently, market offers which are in line with Alice Casa. Cleary Gottlieb also argued that, since competitors offer bundles similar to Alice Casa (i.e., there exists a bundle-to-bundle competition), the only relevant question in order to ascertain whether the dominant player’s offer is anticompetitive, is whether Alice Casa is predatory. Cleary Gottlieb showed that this was not the case. Finally, Cleary Gottlieb demonstrated that, through Alice Casa, Telecom has not infringed any regulatory obligation concerning number portability and the provision of carrier selection/carrier pre-selection services.

As a result of Cleary Gottlieb’s arguments, Fastweb and Wind spontaneously abandoned their claims, while the Milan civil court dismissed the requests for interim measures set forth by Tiscali, AIIP and Assoprovider.

May 05, 2008

Cleary Gottlieb acted as Italian, U.S. and English counsel to Molecular Medicine S.p.A. in its initial public offering of 26,116,952 ordinary shares. The offering is a public offering to retail investors in Italy and a Regulation S offering to institutional investors outside the United States. The shares have been listed on the Mercato Telematico Azionario managed by the Borsa Italiana S.p.A. The offering is notable as one of the very few initial public offerings successfullly completed in Europe in the first half of 2008, with the transaction team having to overcome significant turbulence in both the Italian and international capital markets. The €56 million IPO closed on March 5.

Molecular Medicine is a medical biotechnology company focused on the discovery, development and clinical validation of innovative therapies for tumor treatment. MolMed, incorporated in July 1996, is based in Milan. The company originates from the experience of a group of scientists of the San Raffaele Scientific Institute of Milan, headed by Professor Claudio Bordignon, one of the most eminent Italian research scientists. MolMed is often referred to by the press as one of Italy’s most prestigious research companies.

Aug 03, 2007

Cleary Gottlieb represented long-time client NYSE Euronext in the sale to Borsa Italiana (the Italian Stock Exchange) of its 51% stake in MBE Holding, the joint venture between NYSE Euronext and Borsa Italiana that owns 60.37% of Società per il Mercato dei Titoli di Stato S.p.A. (MTS), and its 33% stake in MTSNext. Under the terms of the agreement, NYSE Euronext’s interests in MBE Holding and MTSNext are valued at €100 million. The agreement was signed on August 3, and closing is expected by mid-September.

The agreement follows the exercise by Borsa Italiana of a call option triggered by the change of control of Euronext N.V. following its combination with NYSE Group, Inc., consummated in April. With this transaction, Borsa Italiana, which already owned 49% of MBE Holding, will become the sole shareholder of MTS.

MTS is a regulated European electronic exchange for government bonds and other types of fixed income securities. MTSNext is a joint venture between MTS and Euronext N.V. responsible for the management and promotion of the EuroMTS Indices.

NYSE Euronext is a holding company created by the combination of NYSE Group, Inc. and Euronext N.V. It operates the world’s largest and most liquid exchange group and offers the most diverse array of financial products and services. Bringing together six cash equities exchanges in five countries and six derivatives exchanges in six countries, it is a world leader for listings, trading in cash equities, equity and interest rate derivatives, bonds and the distribution of market data.