Client or Matter Name

Ontex Group NV

Deal Description

We represented Ontex Group NV (Euronext: Ontex), a leading international supplier of personal care products (baby diapers, feminine care and adult incontinence products) headquartered in Brussels, Belgium, in their divestment of all the shares owned in the entities Grupo P.I. Mabe, S.A. de C.V. and Productos Internacionales Mabe, S.A. de C.V. that represented part of their Mexican business, for a total net amount of €265 million, to Softys S.A., a competitor with operations across Latin America and part of Empresas CMPC, headquartered in Chile.

The transaction includes Ontex’s manufacturing facility in Puebla, Mexico, its branded business in Mexico as well as related exports to certain regional markets. The business purpose of the transaction employs around 1,000 blue-collar employees and 350 white-collar employees.

Ontex’s manufacturing facility in Tijuana, Baja California, Mexico, will remain with Ontex and will form an integral part of Ontex’s North American operations.

As part of our representation, GC also obtained the unconditional clearance from the Antitrust Mexican Authority (Cofece) after a challenging 7-month review process.

Innovation & Additional Comments

M&A: The deal was particularly challenging given that it involved a carve-out of Ontex’s business in Tijuana (industrial plant for manufacturing of products sold in North America), as well as timing and process challenges in antitrust clearances in different jurisdictions (Mexico, Honduras and Nicaragua) and in regulatory, energy and real estate matters due to the creation of an SPV for Ontex to operate its business in Tijuana.

Antitrust: The transaction involved overlaps between Ontex and Softys in personal hygiene products (baby diapers, feminine hygiene products and adult incontinence products), considering that Ontex is among the top three competitors in those markets. Our team took the lead in addressing the questions that were part of Cofece's in-depth analysis and obtained the authority's unconditional approval after a challenging 7-month review process.

Jurisdiction

  • Mexico
  • New York (US)
  • Belgium
  • Chile
  • Honduras
  • Nicaragua

Governing Law

  • Mexico
  • New York (US)

Deal Value

  • €265 million (net)

Deal Duration, Date of Closing / Signing

  • Signing Date: July 28, 2022
  • Closing Date: May 2, 2023

Practice Area

  • M&A
  • Antitrust

Team GC

Transactional Team (M&A)

  • José Víctor Torres – Partner
  • Bernardo Reyes Retana K. – Partner
  • Alberto Bustamante – Counsel
  • Jerónimo Ramos – Associate
  • Fernanda Koloffon – Associate
  • Diego Hernández – Associate
  • Valeria Camacho – Law Clerk

Antitrust Team

  • Cristina Massa S. – Partner
  • Patricio Martínez O. – Counsel
  • Daniel González C. - Associate
  • Priscila Barba R. – Associate

Energy Team

  • Oscar Moreno S. – Partner
  • Hernando Becerra – Partner
  • Pedro Lladó C. - Associate

Real Estate Team

  • Alfredo Chávez G. – Partner
  • Haydeé González T- Associate

EHS Team

  • Enrique Muñoz G. – Counsel
  • Georgina Zavala - Associate

Other Firmas Involved

  • Cleary Gottlieb Steen & Hamilton – as counsel to the seller in Belgium and USA.
  • Latham & Watkins – as counsel to the buyer in Belgium and USA.
  • Hogan Lovells – as Mexican counsel to the buyer for M&A matters
  • Basham, Ringe y Correa - as Mexican counsel to the buyer for antitrust matters.
  • DLA Piper – as Chilean counsel to seller
  • Barros Errazuriz – as Chilean counsel to buyer