Abreu Advogados advised the companies Chavesidis and PHB, companies of the international distribution group known as E.Leclerc Movement (based in France) in two transactions: the merger of Chavesidis with the holding company of real estate assets in which this company’s business activity is performed, and the spin-off of PHB, comprising the incorporation of a new commercial entity to which the Movement companies shares held by the demerged company were transferred.
The transactions are part of a broader restructuring process that begun at the end of 2019 with the negotiation with the E.Leclerc Movement for the acquisition by Chavesidis of the company that held the real estate assets in which Chavesidis business is performed, followed by the merger of these two entities, permitting Chavesidis to directly hold both the commercial establishments and the assets where its business is performed. In parallel, PHB, which held the majority of the share capital of Chavesidis, reorganized its business, focusing on its real estate activity and incorporating a new company for the shares management activity, thus also becoming part of the E.Leclerc Movement. The conclusion of these transactions allows the parties to substantially reduce business costs and reorganize the existing group, adapting it to the current functional and operational organization.
Advice was provided by Maria de Deus Botelho, professional partner of the Corporate, Commercial and M&A practice of Abreu Advogados in the Porto office, who was responsible for structuring all of the aforementioned legal transactions, having drawn up the merger and spin-off projects, paving the way for approval by the diverse organs involved in these processes, wording the merger and spin-off acts and ultimately being responsible for the final procedures for the conclusion of the processes, including the necessary coordination with the top level management of the E.Leclerc Movement in France.
Chavesidis was one of the first E.Leclerc Movement companies in Portugal, having been incorporated in 1995 with Portuguese and French shareholders with the goal of developing distribution activity in Portugal, specifically in Chaves, under the commercial brand E.Leclerc. In 2008, as part of the natural development of E. Leclerc Movement business in Chaves, PHB was formed by its current shareholders as part of a restructuring process related to the acquisition, by this entity, of the majority of the share capital of Chavesidis which now has been transferred as part of the spin-off.