Latam Sura Nutresa Argos 23

Multiple firms in deal between IHC, Argos, Sura, Nutresa, JGDB and Nugil

Several firms have advised on the signing and execution of a framework agreement and a transaction agreement between IHC, Grupo Argos, Grupo Sura, Grupo Nutresa, JGDB and Nugil.

As a result of this transaction, dated 15 June and subject to corporate and regulatory approvals in different jurisdictions, IHC Capital Holding and Grupo Gilinski, together with JGDB Holding and Nugil, will gain control of Grupo Nutresa with an 87% stake. Meanwhile, Grupo Argos and Grupo de Inversiones Suramericana (Sura) will cease to be shareholders of Nutresa and, in parallel, Nutresa will cease to have stakes in Sura and Argos, putting an end to a 40-year-long entanglement.

The transaction involved the jurisdictions of Colombia, the US (New York), Panama and the UK. Mendoza Abogados acted as counsel to IHC; Gómez-Pinzón, DLA Piper Martinez Beltran and Proskauer as counsel to JGDB/Nugil; Brigard Urrutia, Esguerra and Sullivan & Cromwell as counsel to Sura; Philippi Prietocarrizosa Ferrero Du & Uría (PPU), Londoño & Arango, and Skadden Arps Slate Meagher & Flom as advisors to Argos; and Posse Herrera Ruiz (PHR) and Simpson Thacher & Barlett as advisors to Nutresa. 

This transaction marks the closing of an exceptional series of takeover bids in Colombia launched by IHC and the Gilinski Group with the intention of acquiring stakes in what has traditionally been known as the “Grupo Empresarial Antioqueño”. The transaction agreement puts an end to a series of disputes between the parties.

The Colombian parties, Grupo Sura, Grupo Argos, Grupo Nutresa and Grupo Gilinski are among the 10 largest conglomerates in Colombia, the first three are listed on the Colombian Stock Exchange and require innovative legal solutions subject to future approvals by the Colombian authorities. This transaction, once completed, will be the largest transaction in Colombian business history.

IHC is an Abu Dhabi-based holding company with a stock market valuation of over US$200 billion, total assets of over US$62 billion and revenues in 2022 of over US$13 billion, making it one of the most valuable holding companies in the Middle East.

Nutresa is the leading processed food company in Colombia with a 53.7% market share, is one of the largest players in the food industry in Latin America with direct participation in 17 countries and has been recognised as the world’s most sustainable food company according to the DJSI 2021 Index.

The in-house lawyers advising on the transaction were: Daud Bin Farooq for IHC; Oliverio Lew for JGDB/Nugil; Juan Luis Munera Gómez for Sura; Rafael Olivella and Adriana Bravo for Argos; and Jairo González Gómez and Laura Jaramillo for Nutresa.

Gómez-Pinzón’s team consisted of partners José Luis Suárez (pictured top centre, left), Ricardo Fandiño and Juan David Quintero, along with senior associate Paola Valderrama.

DLA Piper’s team was represented by partner Camilo Martínez (pictured top centre, right).

Mendoza’s team was led by partner Mateo Mendoza (pictured top left) and supported by senior associates Lina Londoño and Christina Burn, and associates Daniel Restrepo, Luis Tolosa, Santiago Cañas and Daniel Vargas.

Proskauer’s team comprised partners Carlos Martínez, Antonio Piccirillo and Daniel Ganitsky.

Brigard Urrutia’s team included partners Jaime Robledo (pictured top right) and Fernando Castillo.

Esguerra’s team was represented by partner Juan Carlos Esguerra Portocarrero (pictured bottom left).

Sullivan & Cromwell’s team was composed of partners Werner Federico Ahlers and Sergio J. Galvis.

Londoño & Arango was represented by partner Maximiliano Londoño (pictured bottom centre, left).

PPU’s team was made up of partner Claudia Barrero (pictured bottom centre, right) and senior associate Luz María Mercado.

PHR’s team was led by partners Mariana Posse (pictured bottom right), Jaime Cubillos and Daniel Posse Velásquez.

The teams at Skadden Arps Slate Meagher & Flom, and Simpson Thacher & Bartlett included partner Paola Lozano and counsel José Vivanco, and partners Juan Francisco Mendez and Borja Marcos, respectively, among other lawyers.

L Giselle Estrada