Parmalat acquisition probe: Court appoints commissioner to oversee LAG price adjustment


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Court appoints commissioner to oversee LAG price adjustment - Parmalat
The civil investigation into Parmalat’s May 2012 $904m intra-group acquisition of Lactalis American Group (LAG) has appointed a special commissioner to oversee an audit calculating a final price for the disputed deal.

Last Friday (29 March 2013), the court – chaired by three judges - delivered its final decision after months of legal arguments, and almost of month of deliberation.

It appointed Professor Angelo Manaresi to oversee the price revision of Parmalat’s acquisition of LAG.

The company announced earlier this month that it had drafted in auditors, PricewaterhouseCoopers (PwC), to calculate a final price for the acquisition. According to Parmalat, the $904m it paid for LAG could be reduced by up to $144m if the initial purchase price is deemed to be excessive.

In a statement sent to earlier today, Parmalat confirmed that Manaresi had been appointed to work alongside PwC and a panel of independent experts to adjust the final purchase price.

According to Parmalat, Manaresi has been tasked with verifying that Parmalat's Board of Directors "is striving to deploy all self-protection contractual terms provided in the acquisition contract, so as to best protect the Company's interests."

Manaresi is expected to file a report of his activities by 15 May 2013.

Lactalis “astonished” by decision contacted Parmalat spokesman, Fabio Caporizzi, concerning to the court's decision earlier today. Caporizzi declined to comment any further on behalf of Parmalat.

Caporizzi added however, that Lactalis was “astonished”​ by last week's decision. approached Lactalis regarding the court's decision, but no response was forthcoming prior to publication.

The public prosecutor’s office in Parma is likely to be unsatisfied by the court’s decision.

In February 2013, Gerardo Laguardia, Parma's public prosecutor, urged the court to appoint an administrator to replace Parmalat's Board of Directors for a period of between four and five months to facilitate the annulment of the LAG deal.

While an administrator has been appointed by the court, Parmalat has confirmed that its Board of Directors would “retain all powers of ordinary and extraordinary administration.”

Parmalat board retains "all powers"

The LAG acquisition has been the subject of civil and criminal probes in Italy since its completion.

The investigations were sparked by concerns from shareholders, the Italian industry minister, and the country's stock market regulator, Cosnob, that the deal was pushed through by Lactalis - the majority shareholder of both companies - to drain Parmalat’s then €1.5bn cash pile.

Parmalat has consistently denied any wrongdoing in regards to the LAG deal.

Related topics Manufacturers Lactalis

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