The Esin Attorney Partnership and Baker McKenzie have advised BRF S.A., one of the biggest poultry producers in the world, on its acquisition of a 79.48% stake in Banvit Bandırma Vitaminli Yem Sanayi A.S, a prominent Turkey-based poultry company. The controlling shareholders of Banvit were advised by the Cigdemtekin Dora Cakirca Aranci firm (CDCA).
Additionally, BRF GmbH and Qatar Holding LLC, a subsidiary of the Qatar Investment Authority, will incorporate a new company, in which BRF will hold 60% and Qatar Holding will hold 40% of the shares, which will acquire all rights of the purchaser arising from the agreement.
The purchase price per share is determined as TRY 11.51, corresponding to a total purchase price of approximately TRY 915 million (approximately EUR 229.4 million). The price is to be paid in USD based on the FX rates determined in the Agreement and shall be subject to adjustments based on Banvit's financial performance for 2016, following the approval by the Turkish Competition Authority and fulfillment of other necessary conditions precedent, as of the date of closing.
The completion of the deal is subject to the anti-trust regulatory approvals in Turkey, UAE, and Saudi Arabia, and the deal will trigger a mandatory tender offer after completion.
BRF is one of the world’s largest food companies, with a portfolio of over 30 brands, including Sadia, Perdigao, Qualy, Paty, Danica, Bocatti, and Confidence. Its products are marketed in over 150 countries in five continents. BRF employs more than 105,000 employees and has 54 production units in Argentina, Brazil, United Arab Emirates, The Netherlands, Malaysia, the United Kingdom, and Thailand.
Banvit, operational since 1968, is the biggest poultry company in Turkey in terms of sales and is listed on Borsa Istanbul.
Esin Attorney Partnership Partner Eren Kursun, who led the firm's team on the deal, remarked, "This transaction not only confirms continued interest in Turkey but also sets a milestone for the entire Turkish poultry market."
Kursun was supported by Esin Attorney Partnership Senior Associate Caner Elmas and Associates Serenay Cinki, Asli Caglar, Selma Yilmaz, Aybuke Gundel, Yasemin Guckan, Baha Erol, Zeynep Pinar Erdem, and Sinan Diniz. Baker & McKenzie lawyers Kirsty Wilson (London), Will Seivewright (Dubai), Pietro de Libero (Dubai), Borys Dackiw (Dubai), Wendelin Ettmayer (Vienna), Trevor McFadden (Washington D.C.), David Monnier (Riyadh), Derk Christiaans (Amsterdam), Christiaan Van der Meer (Amsterdam), and Kuif Klein Wassink (Amsterdam) also worked on the project.
The CDCA team was led by Partner Gamze Cigdemtekin, and the deal team included Partner Tuna Cakirca and Associates Tugce Korkmaz, Firat Altas, and Ertugrul Akinci.
Editor's Note: After this article was published, White & Case announced that it had advised the Qatar Investment Authority (QIA) on the joint venture between QIA and BRF to acquire the 79.5% stake in BRF. QIA will hold 40% in the joint venture and BRF 60%. This acquisition will be followed by a mandatory tender offer for the remaining 20.5%. The White & Case team was led by Partners Michiel Visser (in Doha & Dubai), Guy Potel (in London) and Local Partner Emre Ozsar (in Istanbul), with support from Partners James Killick (Brussels) and David Crook (London), Local Partners Derin Altan, Hakan Erslan (Istanbul) and Katarzyna Czapracka (Warsaw), and Associates Steven Hannah, Will Summers, Marie Georgy, Greg Baker, Tom Wilkinson (all London) and Tolga Tezel (Istanbul).
In addition, Wolf Theiss announced that it had also advised the Qatar Investment Authority on matters of Austrian law in the matter. In particular, according to Partner Niklas Schmidt, who led the firm's team on the matter along with Partner Michael Lind, "we advised on the tax aspects of the transaction structure, in particular on using Austria as a holding location for the joint venture entity." According to Schmidt, Austria was chosen "due to the tax-efficient double tax treaties concluded between Turkey and Austria, on the one hand, and between Austria and Qatar, on the other hand."
Schmidt and Lind were supported by Wolf Theiss Senior Associate Eva Stadler and Associate Markus Reinfeld.