US$172 million Assicurazioni Generali asset sale agreement with respect to its Panamanian operations to ASSA
Arias, Fábrega & Fábrega represented Assicurazioni Generali S.p.A. in an asset sale agreement with respect to its Panamanian operations to ASSA Compañía de Seguros, S.A. (ASSA). Under this asset purchase agreement, ASSA acquires the assets and assumes the liabilities of the Panama Branch of Generali, as Generali seeks to reorganize its geographical presence, increase operational efficiency and improve capital allocation.
Considering that Generali's presence in Panama is by way of a branch and not by way of a subsidiary, ARIFA advised and coordinated the transfer of each class of asset on an individual basis pursuant to their respective transfer formalities.
Furthermore, ARIFA assisted Generali in the analysis of different bidders under a competitive bidding process among multiple global participants with a proposed structure that would require, inter-alia, the buyer to assume liabilities, including those that may not be nominally transferred, such as litigations.
As conditions precedent to closing, ARIFA simultaneously assisted with obtaining anti-trust approval and approvals from the Panamanian and Italian insurance regulators, and negotiated separate reinsurance agreements that would be in effect during the interim period and that will survive post-closing.