Hogan Lovells Advises Vodafone on First Public Tender Offer in Italy

1 July 2014 - Hogan Lovells has advised Vodafone Global Enterprise Limited on its Euro 145 million (£115 million) voluntary tender offer for the entire ordinary issued share capital of Cobra Automotive Technologies S.p.A. (Cobra), listed on Italy's Telematic Share Market managed by Borsa Italiana S.p.A. The offer was announced on 16 June 2014 and marks Vodafone's first public tender offer in Italy.

Vodafone simultaneously entered into a framework agreement with Intek Group through subsidiary KME Partecipazioni S.p.A, and Mr. Serafino Memmola; under which Intek and Mr. Memmola have undertaken to accept the offer in respect of their shares, representing in aggregate almost 74% of Cobra's share capital.

Vodafone also entered into an agreement with minority shareholders of Cobra's Telematics subsidiary to acquire their 20% shareholding for a consideration of EUR 20 million, conditional on completion of the offer.

Cobra is a leading international provider of telematics and security solutions to the automotive and insurance industry, operating through two business units: Cobra Telematics Services, for the supply of telematics services and the development of telematics infrastructure; and Cobra Electronic Systems, focused on the design, development, manufacturing and distribution of electronic systems and components.

The cross-practice and cross-border Hogan Lovells team advising Vodafone was led by Rome corporate partner Leah Dunlop and Milan corporate partner Luca Picone; supported by associates Solange Baruffi and Martina Di Nicola; and senior associate Nicoletta Spinaci.

Commenting on the transaction, Leah Dunlop said:

"This is Vodafone's first public takeover offer in Italy and we look forward to working with them on future M&A transactions both here and globally. Applying our cross-border, project management approach we were able to successfully deliver prompt, multi-jurisdictional support for our client and work with in-house counsels Alex Deacon, Ralph Spencer and Kendra MacDonald, and bring the deal to signing; coordinating cross-practice expertise from across our Italian, London, Munich, Paris, Beijing, Moscow and Rio de Janeiro  offices."

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