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Projects
Recently, Vaz de Almeida Advogados had the privilege of advising on a sophisticated M&A operation worth over 60 million reais. The operation supported the global leader in the high-precision hydraulic and pneumatic components industry in its expansion plan across Latin America.
With nearly 70 years of history and a strong presence in international markets, our client is recognized as the gold standard in manufacturing high-precision hydraulic fittings and adapters. These are essential for a wide range of industries, including Oil and Gas, Naval and Aerospace, Defense and Security, Industrial Instrumentation, and Machinery and Equipment.
The project focused on the acquisition of a Brazilian company renowned in the South American market as a regional benchmark in precision hydraulic and pneumatic connectors, admired for providing high-quality solutions to critical sectors such as Agribusiness, Mining, Naval Industry, and Offshore Oil Exploration.
Our role in this operation included (1) Comprehensive Due Diligence; the complete design of the (2) Transaction Structuring; the (3.a) Negotiation, itself, along with the related (3.b) Legal Documentation; the (4) Closing Preparation and Formalization; and the (5) Post-Closing Support.
See the details below:
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1. Comprehensive Due Diligence: operating with a multidisciplinary approach, our team conducted a rigorous and detailed legal investigation across multiple areas of law — a truly comprehensive Due Diligence —. This included Corporate Law, Real Estate Law, Tax Law, Labor Relations, Environmental Law, Data Protection, Regulatory Compliance, and Intellectual Property. The investigation resulted in over 400 critical items (documents, databases, records, and sensitive information), ensuring the identification of risks and providing legal security for the transaction.
2. The end-to-end Transaction Structuring: based on the Due Diligence findings, we offered strategic advice on the optimal structure for the transaction. This included comparative analysis between stock acquisitions and asset purchases, aimed at reducing the client’s tax burden by identifying legitimate tax opportunities. In this phase, we also structured a Brazilian Holding Company (HoldCo) to manage real estate assets, ensuring swift and secure acquisition of all properties.
3. Negotiation and Drafting of Key Documents: our team led the Negotiation process of the acquisition itself and the drafting of the critical Documentation that made the transaction possible: Non-Binding Letter of Intent, the Real Estate Purchase Agreement (RPPA), and the Share Purchase Agreement (SPA). Acting decisively as «offensive line» we operated to secure the best terms in favor of our client’s interests.
4. Closing Preparation and Formalization: we managed all legal and administrative procedures for the transaction’s conclusion. This included updating corporate control registrations with the Brazilian Central Bank (BACEN) and the Federal Revenue Service (RFB), as well as updating real estate property records. Additionally, we prepared intercompany lease agreements, ensuring seamless integration of assets into the client’s portfolio.
5. Post-Closing Support: following the acquisition, we continued providing legal support to ensure full regularization and stabilization. This included monitoring regulatory updates, managing legal proceedings related to Environmental Law, and aligning the Brazilian plant with Data Protection regulations.
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Our work ensured the strengthening of our client’s position in the Latin American market, providing all the legal conditions for a secure and successful expansion.
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Led by Amanda Pesciutti Duarte, with the contributions of Mauricio Santos Nucci, Julhi Almiron Bonespírito, and their respective teams.
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