Cleary Gottlieb represented Nexans in the conclusion of an agreement with Madeco, its principal shareholder.
This agreement, which was executed on March 27, 2011, and is set to last 10 years (from the date that Madeco reaches 15% ownership in Nexans’ share capital), aims to give Madeco a leading position in Nexans’ share capital through the increase of its ownership from 9% to 20%. It also strengthens Madeco’s representation on the Board of Directors through the election of a second Madeco representative and, once Madeco has reached 15% ownership in Nexans’ share capital, the election of a third Madeco representative. In addition, the agreement provides for certain amendments to Nexans’ articles of association, in particular a new provision for a 20% limit on the voting rights that may be cast on any resolution relating to major transactions, in order to prevent a de facto veto right for any shareholder holding more than 20% of the share capital. For 3 years from the date on which Madeco has reached 15% ownership in Nexans’ share capital, the agreement provides for standstill and lock-up undertakings from Madeco. After the expiration of this 3-year period, Nexans may terminate the agreement if Madeco comes to hold less than 20.00% or more than 22.50% of the share capital.
Nexans, a French company listed on NYSE Euronext Paris (Compartment A) that had sales in 2010 of €6 billion, is a worldwide expert in the cable industry. Madeco is a member of the Quiñenco group, one of the largest Chilean industrial conglomerates, that has been listed in Chile since 1998.
