GRUPO PRESTIGE WORLDWIDE ENTER INTO A STOCK PURCHASE AGREEMENT WITH ARANCIA, S.A. DE C.V. FOR THE SALE AND PURCHASE OF USD 2 MILLION DOLLARS IN SHARES OF PFS DE MEXICO, S.A.P.I. DE C.V.

Mexico City July 1st 2019.- BASHAM, RINGE Y CORREA advised, through its Partners Daniel del Río and Amilcar García, and the Associates Natalia Espinoza (M&A), Ricardo Evangelista and Mariana Arrieta (Environmental), Francisco Matus and Alejandro Martínez (Tax), Julio Copo (Regulatory and Administrative), Luis Alvarez and Jimena Olivera (Labor), assisted Grupo Pozo Blanco and its Panamanian subsidiary Grupo Prestige Worldwide, S.A. to enter into a Stock Purchase Agreement with Arancia, S.A. de C.V. (“Arancia”) for the sale and purchase of shares of PFS de Mexico, S.A.P.I. de C.V. (the “Company”).

Since the Company was a Joint Venture between Arancia and Sysco Global Holdings, B.V. (“Sysco”), Basham advice consisted of (i) review the Stock Purchase Agreement; (ii) review and negotiate the Amended and Restated Shareholders’ Agreement; (iii) draft, review and negotiate local closing documents related to the stock purchase and amendment of current by-laws of the Company.

Grupo Pozo Blanco and its owners have been partners of Sysco Corporation in Costa Rica since 2014, now the owners wanted to have presence in Mexico with buying stake of a Mexican company named PFS de Mexico, S.A.P.I. de C.V. which Sysco is also a partner.

Grupo Pozo Blanco and its holding companies have been in the food industry for several years.

This matter was important since with this transaction, Grupo Prestige Worldwide will now have a presence in Mexico and will bring its know-how and expertise into the Company. Moreover, this transaction was important due to the review and implementation of Grupo Prestige Worldwide’s voting rights and shareholders’ obligations into a Mexican JV that previously was owned by Arancia and Sysco. Also, we reviewed the Shareholders’ Agreement from a US legislation point of view since Sysco’s lawyers prepared the Agreement. Moreover, since our clients and co-counsel are in Costa Rica, Basham had to review and adapt certain provisions into Mexican law. 

Other firms involved: BLP Legal co-counsel of the buyers, Tovar Romer & García Uvence co-counsel of the sellers, Arnall Golden Gregory LLP counsel of Sysco.