Aug 29, 2008

Cleary Gottlieb is representing A2A S.p.A. in an agreement with Acciona S.A., Enel S.p.A., E.ON AG, Endesa S.A., Endesa Europa S.L. and Endesa Italia S.p.A., (now E.ON Produzione S.p.A.) giving A2A the right to trigger a partial non proportional demerger of Endesa Italia. Following such demerger, A2A will receive certain generation assets of Endesa Italia in exchange for the cancellation of its 20% equity interest in Endesa Italia. The deal signed on June 16, 2008.

A2A was formed on January 1 through the merger of local utilities AEM, ASM Brescia and AMSA and is now the largest local utility and second-largest electricity company in Italy.

Acciona is a corporate group primarily based in Spain, whose main lines of business are the development and management of infrastructure and real estate projects, the provision of transport, urban and environmental services, and the development and operation of renewable energies.

ENEL is an Italian electricity operator, active in the generation, distribution and supply of electricity mainly in Italy, and in the purchase and sale of natural gas for domestic electricity generation and gas operations in Italy. Together with Acciona, it recently acquired control of Endesa.

E.ON is an energy company headquartered in Germany with its main activities in the generation, transmission and supply of electricity and gas throughout Europe and in the United States. In the context of the above transactions, E.ON acquired Endesa Europa and Endesa Italia from Endesa S.A.

Endesa is the leading utility in the Spanish electricity system and the number one private-sector multinational electricity utility in Latin America; it is a major operator in the European Mediterranean region, particularly in Italy, and develops activities in other European countries.

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.

May 06, 2008

Cleary Gottlieb successfully appealed three separate decisions by the Italian Communications Authority (“AgCom”) on behalf of Telecom Italia S.p.A. The first decision, adopted on February 19, 2007, established a regulatory framework for Telecom’s promotional offerings on telephone access services and the other two decisions, adopted respectively on September 25 and November 13, 2007, fined Telecom for not complying with the new rules.

The first decision required Telecom to match each promotional offering at the retail level on wholesale access prices, as well as to give both AgCom and the competitors a 60-day prior notice. Without conducting an economic analysis of Telecom’s retail promotional offerings nor inquiring on the savings which made them possible, AgCom maintained as a matter of general principle that competitors could not compete with Telecom’s retail promotions, unless wholesale access prices were automatically adjusted as required. The new rules were also applied to extensions of previous promotional offers authorized by AgCom.

The Latium Regional Administrative Court agreed with Cleary Gottlieb’s arguments that the remedy imposed on Telecom was vexatious and disproportionate in light of the limited impact of promotional offerings on competition. The fines were also annulled on other grounds, i.e. because AgCom should have distinguished new offers from the mere extension of previous offers and had wrongfully accused Telecom of committing repeated infringements.

Feb 11, 2008

Cleary Gottlieb is representing Citibank International Plc in the sale of the branch network of its Italian gestione patrimoni division, composed of five branches (two in Milan, one each in Rome, Turin, and Florence), including commercial resources, to Credito Emiliano. The division has assets under management currently for a total of €1.3 billion. An agreement was signed on February 11 and the transaction is expected to close at the end of April. Credem is expected to complete the acquisition through Banca Euromobiliare, its subsidiary in the private banking business.

Citibank International Plc is part of Citigroup. Credem is an Italian banking group, headquartered in Reggio Emilia (northern Italy) specializing in traditional banking services, investment banking, asset management and bancassurance. Credem S.p.A. is listed on the Italian stock exchange.

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.

Jul 13, 2007

Cleary Gottlieb successfully represented Mars, Inc. and its Italian subsidiary Masterfoods S.p.A. in winning a key judgment in the Consiglio di Stato (Council of State), the highest Italian administrative court, against the Italian Competition Authority and wrapped impulse ice-cream producers Unilever, Nestlé, Sammontana and Sanson. On July 13, the Council of State granted the Mars group’s appeal and set aside a lower court’s 2004 ruling, which upheld a decision in which the ICA found that the four suppliers’ wholesale, outlet and freezer exclusivity practices did not violate Article 81 EC, and that Unilever’s standard exclusive-distribution agreements did not have as their object or effect the restriction or distortion of competition within the meaning of Article 2 of the Italian competition statute.

This ruling has implications beyond the Italian market, in particular since various national courts and competition authorities have dealt and are dealing with parallel cases raising similar issues. The application of the unlawful exclusivity provisions has been a contractual practice adopted by the majority of impulse ice-cream manufacturers in the European Community for over 15 years, and companies in the Unilever group have played a significant role in this market in several Member States. The case follows in the line of the similar Langnese/Schöller and Van den Bergh Foods cases, both concerning companies of the Unilever group and their respective impulse ice cream’s distribution policy in Germany and Ireland, respectively, in which the European Commission’s infringement decisions were upheld by the Community courts of law. Therefore, the appellants argued before the Council of State that the solution reached by the ICA, and upheld by the lower court, was so fundamentally inconsistent with the established EC case law in this area, that the coherent and effective application of Article 81 EC throughout the Community was at stake.

Jun 26, 2007

Cleary Gottlieb represented Goldman Sachs International, JP Morgan and Mediobanca-Banca di Credito Finanziario S.p.A. as joint global coordinators and joint lead managers in the initial public offering of Prysmian S.p.A., an Italian based energy and telecom cables company. The offering raised gross proceeds of more than €1.24 billion for selling shareholder Prysmian (Lux) II S.à r.l, which is controlled by Goldman Sachs.

The initial offering, which closed on May 3, consisted of 72,000,000 Prysmian ordinary shares now listed on the Mercato Telematico Azionario managed by Borsa Italiana, which were offered to Italian retail investors pursuant to an Italian-language prospectus, and to Italian and international institutional investors in accordance with Rule 144A/Regulation S. The joint global coordinators have since exercised an option to purchase an additional 10,800,000 shares from the selling shareholder for stabilizing and to cover over-allotments and short positions.

The Prysmian IPO is Italy’s largest this year. Cleary Gottlieb has been counsel in the largest Italian equity offerings in each of the last three years.

Prysmian is a leading developer, designer, manufacturer, supplier and installer of cables for applications in the energy and telecommunications industries. Founded in 1872, it long formed part of the Pirelli Group prior to its 2005 acquisition by Goldman Sachs Capital Partners. Prysmian is one of the world’s largest producers of energy and telecom cables, and the world’s second largest producer of fiber optic cables and related accessories. Notable for its geographic reach, Prysmian operates in Europe, Africa, North, Central and South America, Asia and Oceania.

Feb 02, 2007

Cleary Gottlieb represented ArcelorMittal in the sale of its Italian long carbon steel plant Travi e Profilati di Pallanzeno S.p.A. to the Duferco Group for an enterprise value of € 117 million. The transaction was announced on December 13, 2006 and closed on February 2, 2007, after receiving the approval of the European Commission and antitrust clearances.

The sale of Travi e Profilati di Pallanzeno S.p.A. was one of the conditions imposed by the European Commission in connection with Mittal’s takeover of Arcelor.