Arias, Fábrega & Fábrega teamed up to advise ConSalfa S.A.S. in the acquisition of an 80% stake in Intercoastal Marine, Inc.

ConSalfa, a joint venture company between Colombia's Constructora ConConcreto and Chile's Salfa Corp, payed US$32 million for a majority stake in the Panama-based maritime facilities constructor.

The counterparties had previously agreed to complete a preliminary legal due diligence of the company simultaneously with engaging in  the complete and full negotiation and drafting of final definitive agreements, all to be completed and closed on by a final non-negotiable execution date. 

In addition, the unique structure and terms of the deal included a share-only escrow mechanism whereby the Buyer’s only recourse were the remaining minority shares of the selling shareholders following the acquisition.  This meant that the parties had to engage in simultaneous, tripartite negotiations (including the Trustee) while continually adjusting the relevant documents in light of the on-going due diligence findings. Furthermore, although ARIFA represented ConSalfa, S.A.S. as the buyer in this transaction, the negotiations and diligence actually involved parties from three different jurisdictions with three different business cultures, as ConSalfa S.A.S. was represented by its 50/50 joint venture parties, Salfa Corp. from Chile and ConConcreto from Colombia.

This deal, involving a Panama company and one from the Latin America region, is an example of the region’s independence from broader global economic trends. Construction work in the region, in particular, continues to offer near- and medium-term opportunities.

It also demonstrates the trend of Colombian companies expanding across different jurisdictions.