Clifford Chance

Clifford Chance advises private equity firm FountainVest on acquisition of major stake in EuroGroup Laminations

Global law firm Clifford Chance has advised FountainVest, one of the most established independent private equity firms in Asia, in signing a sale and purchase agreement with Euro Management Services (EMS) for the transfer of a shareholding representing 45.7% of the share capital of EuroGroup Laminations (EGLA) and a co-investment agreement for the re-investment by EMS of 50% of the proceeds of sale in a new holding company that will indirectly hold the shares in EGLA.

Tikehau Capital, the second largest shareholder of EGLA, also expressed its support for the deal and entered into a share purchase agreement for the transfer of its entire stake in EGLA.

The closing is expected within the first half of 2026, and closing is subject to the obtaining of authorisations required by the competent antitrust and foreign direct investment authorities. Upon closing, FountainVest and EMS will hold, through the new holding company, 55.3% of the voting share capital of EGLA. Following the closing, a mandatory tender offer will be launched for all the remaining Company’s shares at a price of Euro 3.85 per share with the aim of achieving the delisting of EGLA from Euronext Milan.

The aggregate price under the sale and purchase agreement is approximately Euro 295 million. The price of Euro 3.85 per share implies a market capitalization of the EGLA of approximately Euro 626 million.

This collaboration between EMS and FountainVest aims at strengthening EGLA's international leadership position in the global energy transition value chain focusing on e-mobility, industrial applications and infrastructures through the acceleration of the growth of the group in Asia, especially in China, the world’s largest electric vehicles market, leveraging on FountainVest’s deep industry knowledge and relationships with leading Asian players and OEMs.

Clifford Chance advised FountainVest with a multidisciplinary and cross-border team involving Milan, Rome, Singapore, Hong Kong and Beijing offices, comprising

• Partners Paolo Sersale, Terence Foo and Filippo Isacco, counsel Elisa Ielpo, senior associate Mariasole Rinciari and associate Lorena Loos advised on Corporate M&A aspects.
• Senior of counsel Enrico Giordano, counsel Stefano Parrocchetti and associate Alessia Aiello advised on the takeover bid and regulatory aspects of listed companies;
• Partner Giuseppe De Palma and associate Teresa Giaccardi advised on financing aspects;
• Partners Yong Bai, Luciano Di Via, counsel Dayu Man, senior associate Antonio Mirabile, and associates Alessandra Oliva and Ziwen Wang advised on global antitrust and FDI/Italian Golden Power regulatory filings (senior associate Xiang Li from Shanghai He Ping Law Firm* also provided support);
• Counsel Stella Riberti, senior associate Andrea Andolina and associate Giulia Peluso advised on IP and Tech aspects; and
• Partner Simonetta Candela advised on labour law.

* Clifford Chance LLP and Shanghai He Ping Law Firm have established a Joint Operation in the China (Shanghai) Pilot Free Trade Zone under the name Clifford Chance LLP and Shanghai He Ping Law Firm (FTZ) Joint Operation Office with the approval of the Shanghai Bureau of Justice.