"Deal of the Month: SRS Legal advises Krones AG on 45% stake in Perfinox" (with Gustavo Ordonhas Oliveira, Marco Silva Garrinhas and Joana Ferreira Gonçalves)

SRS Legal advised Krones AG on the acquisition of a 45% stake in Perfinox.

The SRS Legal team was led by Private Equity & Venture Capital partner Gustavo Ordonhas Oliveira and included Marco Silva Garrinhas (Managing Associate) and Joana Ferreira Gonçalves (Associate), as well as a multidisciplinary team of lawyers, in carrying out legal due diligence on Perfinox and drafting and negotiating the contracts and documents for the transaction.

This operation involved the acquisition of the shareholding held in Perfinox by venture capital funds managed by Explorer Investments and the subscription of an increase in Perfinox's share capital. The value of the transaction was not disclosed.

The transaction began in October 2023 and closed in April 2024. The transaction involved carrying out legal due diligence on Perfinox and Cambra (a company wholly owned by Perfinox), which took place between October 2023 and December 2023, and the preparation and negotiation of the legal documents inherent to the transaction, which took place between December 2023 and April 2024.

Perfinox is a Portuguese company that provides solutions for the preparation and preservation of high-viscosity products such as hummus, ketchup, condiments and vegan food innovations. Applications include solutions for mixing, cooking and emulsification as well as pasteurisation through the use of surface heat exchangers.

The transaction was ‘particularly complex’ in that it involved, from a legal point of view, ‘legal due diligence on a large industrial and technological business group (annual turnover of approximately 14 million euros), with a strong technological and export component and more than 120 employees, which involved in-depth analysis of a wide range of documentation and issues, with a particular focus on financial, commercial, real estate, regulatory and labour matters,’ according to an official SRS Legal source.

As well as the ‘drafting and negotiation of all the transaction documentation, including Krones AG's parallel negotiation with the founding shareholders of Perfinox (holders of 75 per cent of the share capital) and with the venture capital funds managed by Explorer Investments (holders of 25 per cent of the share capital),’ he concluded.