Santa Fe Investment B.V. is a Dutch Company, holding and owner of entities in Luxembourg, Argentina, Brazil, Mexico, Colombia and Uruguay related to the Almundo Group, a global leading travel agency with its main operations in Latin America, which provides intermediation services of Tourism services and activities between consumers and providers, mainly by online means. It specifically deals with the intermediation in the online booking or provision of tourism services regarding the reservation and sales of land, air or sea -national or international-, tickets; hotel, lodging and accommodation reservations; the organization of individual or collective trips, excursions, cruises, reservation, organization and sale of tickets to cultural, sports, artistic or social events, the reception and assistance of tourists during their trips, and their stay in different countries of Latin America, including the provision of tourist guides and dispatch of luggage. It also deals with the research, development and implementation of software products and services, as well as their promotion, marketing and sale, export and import; and the provision of consulting or advisory services and the conduct of operations and trade business in the electronic market related to information technology, amongst other services.
SV Viagens Ltda. owned by CVC Brasil Operadora e Agência de Viagens S.A. acquired 99.99% of the shares of the Company from Startel Holding B.V. (the “Seller”). A single minority stake shareholder remained as shareholder of 0.003939% of the shares of the Company after the transaction.
Prior to the transaction a complex corporate reorganization of the Company was carried out by Seller, in which various participations of minority shareholders were acquired by Seller before the sale to SV Viagens Ltda.
The deal included a heavily negotiated stock purchase agreement, amongst other transaction documents.
The transaction required intensive planning and a substantial due diligence in different jurisdictions of all entities of the Almundo group: (i) Santa Fe Investment B.V.; (ii) Sao Paulo Real Estate S.A.R.L.; (iii) Almundo Brasil – Viagens e Turismo Ltda; (iv) Almundo.com SRL; (v) TKT Mas Operadora S.A.; (vi) Advenio S.A.; and (vii) Almundo.com S.A.S. in the jurisdictions of the Netherlands, Luxembourg, Argentina, Brazil, Mexico, Uruguay and Colombia.
The legal due diligence and other required matters for the transaction were coordinated and led by PAGBAM. Support and advice for the legal due diligence and complementary services in the different jurisdictions was provided by: (i) De Brauw Blackstone Westbroek; (ii) Arendt & Medernach; (iii) Cuatrecasas (Mexico); (iv) PHR Legal; (v) Ferrere Abogados; and (vi) Tauil Chequer Mayer Brown.
The value of the transaction, which closed on November 21st, 2019, was of US$74,000,000.
Pérez Alati, Grondona, Benites & Arntsen:
Partner P. Eugenio Aramburu and associates Andrés Bennett, Facundo Nahuel del Hoyo and Juan Agustín Negri.
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