api anonima petroli italiana S.p.A. signed a binding agreement to acquire TotalErg S.p.A. from ERG S.p.A. and Total Marketing Services S.A. for approximately €380 million on November 3, 2017. As reported, api anonima petroli italiana S.p.A will acquire TotalErg S.p.A. for €450 million. The total sum payable to ERG S.p.A. for the transaction's equity value amounts to €273 million, including extraordinary dividends distributed by TotalErg worth €71 million (of which €20 million paid on May 11, 2017 and the remainder on October 26, 2017) and a deferred component of around €36 million, settled by way of a vendor loan agreement signed with api S.p.A., repayable in five and a half years. The deal is financed by Unicredit, UBI Banca and Banco Bpm. The transaction is subject to approval by the Antitrust and completion of the spin-off of the TotalErg S.p.A. business unit operating in the lubricant sector in favor of Total Italia S.r.l. As of December 20, 2017, Italian antitrust authority approved the deal and spin off was completed. The deal is expected to close by January 31, 2018. HSBC acted as financial advisor, DLA Piper as legal advisor and Ernst & Young as accounting and tax advisor to ERG S.p.A. UniCredit S.p.A. (BIT:UCG) acted as a financial advisor while Bonelli Erede Pappalardo Studio Legale acted as a legal advisor to api anonima petroli italiana S.p.A. Ernst & Young acted as financial advisor for TotalErg in the transaction. Pietro Cavasola, Matteo Ciminelli and Giacomo Cavasola of CMS legal acted as legal advisors for Total Marketing Services SA. BonelliErede advised the API group with a team of Barbara Napolitano, Roberto Cera, Roberta Padula, Maria Gabriella Perrotta, Partner Andrea Silvestri, Francesco Nardacchione, Gaetano Celeste, Francesco Anglani, Giulio Matarazzi, Federica Puliti, Emanuela Da Rin, Giuseppe Mele, Giovanni, Antonella Negri, Vincenzo Montemurro, Cristina Mezzabarba, Alessandra, Giovanni Guglielmetti,and Filippo Russo.Dla Piper advised the sellers Erg and Total Marketing Service S.A. with team of Francesco Novelli, Giulio Maroncelli, Fabio Lenzini, Roberta Padula, Domenico Gullo and Matteo Bozzo for Antitrust aspects, Germana Cassar and Andrea Leonforte, Immacolata Battaglino for the Regulatory Aspects; Giampiero Falasca and Maria Luisa Buscaini for Employment aspects; Francesco De Blasio with Francesco Calabria and Massimo Schirinzi for Real Estate aspects. Giovanni Ragnoni Bosco Lucarelli, together with Gianfranco Giorgio, advised the sellers in drafting and trading with API of the vendor loan to cover part of the purchase price, and in the negotiation of related financial agreements. The regulatory aspects of the vendor loan were followed by the of counsel Danilo Quattrocchi, while the tax aspects were followed by the Andrea Di Dio.Legance has advised the mandated lead arrangers Unicredit, Banco Bpm and Ubi Banca and the other banks of the pool Banca Popolare di Sondrio, Banco di Sardegna and Bper Banca in all aspects of the acquisition financing for API and in the negotiation of financial agreements with sellers under the vendor loan to cover part of the purchase price. The team was led by Andrea Giannelli,Tommaso Bernasconi, Andrea Mazzola and Francesco Di Bari. N M Rothschild & Sons Limited acted as financial advisor to TotalErg S.p.A. api anonima petroli italiana S.p.A. completed the acquisition of TotalErg S.p.A. from ERG S.p.A. and Total Marketing Services S.A. on January 10, 2018.