Santiago Miramón

Experience

Confidential client: Advising on the USD 52 million sale of a Colombian telecommunications infrastructure company to a Spanish firm. Given the transaction's complexity, we are structuring and negotiating the Share Purchase Agreement (SPA), advising on regulatory compliance, and optimizing the sellers' financial and contractual conditions. Additionally, we are assisting with risk allocation mechanisms and regulatory approvals to ensure a smooth execution.

Confidential client: Advising the shareholders of a company in the sale of a minority stake to a leading private equity fund in Latin America with extensive experience in the healthcare sector.

Confidential client: Advised a company in the exchange/swaps for shares held by an investment firm in a Colombian manufacturing company. The advice included the incorporation of a new corporate vehicle, to which the shares were transferred on behalf of the shareholders.

Analizar Laboratorio Clínico Automatizado: Advising the shareholders of the company on the transfer of 100% of their shares to Synlab.

Newmont Corporation: Advising Newmont Corporation (the biggest gold producer in the world) on the negotiations held with Agnico Eagle to establish a joint venture in Colombia, aiming to perform exploration and mining activities.

Medical Clinic: Negotiating with a private equity fund on behalf of our client and its shareholders a capitalization agreement that will grant control of our client to the investor, and a shareholders agreement to protect the minority interest of our client after closing the transaction.

Confidential Clients: Advising the shareholders of two companies on the sale of a block of 97% of their shares to a private equity fund that is becoming a major player in the Colombian pesticide and fertilizers industry.

Fondo de Inversión Colectiva Inmobiliario de Renta Davivienda Corredores: Advising the real estate investment fund of Corredores Davivienda on the acquisition of several real estate properties for an approximate value of US$32 million.

Ithaca Capital Holdings 4: Counselling to the buyer on the acquisition of 100% of the issued and outstanding shares of a Cayman company, that is the beneficial owner of a five star hotel in Colombia.

Monómeros Colombo Venezolanos S.A: Advising on tailoring the new corporate governance structure of the company.

Rappi S.A.S.: Advising Rappi in the acquisition of the source and object code of a software that will allow the platform to provide additional services in a new business line.

Group Saur: Advising on the acquisition of 100% of the shares of Naunet S.A and the indirect acquisition of its subsidiaries Aguas de la Península, Aguas de Aracataca, Aquamag, Aguas de Albania and Aguas del Sur del Atlántico.

Avicanna Inc.: Advising in the sale of 25% of the shares of its subsidiary Sativa Nativa to Mountain Valley MD.

Proximity Colombia: Advising Proximity Colombia in the merger with Don Arturo Restorán and Common Sense.

Tyndall Group: Advising on the sale of 99.71% of the outstanding shares of Distribuidora Andina de Combustibles S.A. (formerly ExxonMobil Colombia) to Primax S.A. In this competitive sales process, we advise on the structuring of the operation and on the drafting and negotiation of the acquisition documents of the shares with Primax and three other bidders interested in the purchase of the shares.

Desarrolladora de Zonas Francas S.A.: Acting as counsel to Grupo ZFB in the establishment of a trust among Grupo ZFB and investment fund BTG Pactual Rentas Inmobiliarias to create a joint venture targeted to providing technological infrastructure services to datacenter providers. This transaction also included the selling of certain Grupo ZFB assets to BTG Pactual Rentas Inmobiliarias that would be, in turn contributed to the trust. BTG Pactual Rentas Inmobiliarias will remain as majority investor but Grupo ZFB will remain as minority investor and project manager, whose expertise is required in this kind of project.

Sociedad Interdisciplinaria para la Salud S.A. – SIPLAS: Counselling to SIPLAS in the acquisition of 97.5% of the outstanding shares of said company by the Spaniard company Synlab Holding Iberia S.A.

Price Travel: Advising on the joint venture with Avianca for the creation of an OTA (online travel agency) for Latin America.

Alpina S.A.S.: Advising on the creation of the company Grupo Alpina S.A.S., the group's holding company and on the roll-up of the companies that will make up the group.

Grupo Sancho: Advising on the roll up of its subordinate companies.

Servihoteles S.A.: Advising on the acquisition of 80% of the issued and outstanding shares of Servihoteles S.A. by Newrest.

Avicanna Inc: Advising on the acquisition of 60% of the issued and outstanding shares of Santa Marta Golden Hemp by Avicanna.

Astral Flowers S.A.S.: Advising on the acquisition of 100% of the issued and outstanding shares of Astral Flowers by Alejandro Mora.

Cargex S.A.S.: Advising on the acquisition of assets, liability and equity of Cargex by Transflora Cargo S.A.S.

Gran Tierra International Holdings: Advising on the disinvestment of some of its assets in Colombia.

Inversiones Actual: Advising on the reorganization of its corporate structure in Colombia.

Knights Piesold: Advising on the disinvestment of its assets in Colombia.

Gran Fenix Holdings: Advising on the joint venture held with Semillas Arroyave for the constitution of a vehicle in Colombia for research and exploitation of the seed market.

Practice Areas

Corporate; M&A

Career

Santiago Miramon is a Partner on Corporate Law and Mergers and Acquisitions team. He has a postgraduate certificate in Contracts and Legal-Business Relations and holds an LL.M. in Corporate and Securities Law. He has 11 years of experience in corporate matters, as well as in commercial and financial regulatory matters, public and private contracting, and corporate governance. Santiago's experience is extensive in the industrial sector, advising on commercial and contractual issues related to the manufacture and marketing of products and equipment in the health, electrical, industrial safety, transportation and retail sectors. In addition, he has experience working with public and private sector clients in advertising, financing and insurance.

Publications

“The Corporate Governance Role of Lenders: Minority Shareholders Champions?,” Vniversitas Magazine No. 135 July – December 2017 Legal Sciences Faculty of Pontificia Universidad Javeriana

“La contrarreforma en materia de fusiones y adquisiciones (The counter-reformation of M&A regulation),” Portafolio Newspaper, November 28, 2017

University of Michigan (MichiganX edx), Financial Decision Rules for Projects Evaluation, 2017

5ª International Conference International Center for Dispute Resolution (ICDR) y the Chamber of Commerce of de Bogotá (CCB) about International Arbitration, 2016

Code of Administrative Procedure and Dispute Tribunal, Universidad de los Andes, 2014

Seminar of Exchange Law, Chamber of Commerce of Bogotá, 2013

Awards

Languages Spoken

English

French

Spanish

Education