BANCO CONFEDERADO DE AMERICA, S.A. (COLABANCO) As well as it corresponded to FABREGA, MOLINO & MULINO (FM&M) to organize the Bank, it also had to represent its owner, the Latin-American Confederation of Cooperative of Savings and Loan (COLAC), in the process of sale to the company selected, GLOBAL BANK. In this operation FM&M, in representation of the seller, prepared all the contracts, documents and resolutions required to formalize the transaction, as well as to negotiate the terms and conditions of the documents of sale with the buyers. Additionally, FM&M performed before the Superintendence of Banks all the managements and procedures to obtain the authorization and approval of this organization including the transfers of the deposits.

CORPORACION INCEM, S.A., holding of the actions of the cemented company Cemento Panamá, S.A. . What we treated was a matter of a Public Offering of Acquisition (OPA) thrown by a consortium which members were the Swiss company of cement Holderbank, together with the Colombian company Cementos del Caribe, S.A. The OPA was the result of the intention to have a strategic alliance lead by INCEM among various groups of investors, with the help of the Deutsche Bank and VALUE of Corporate Strategies, who acted like financial advisors of INCEM, this concluded with the mention acquisition. The search of the alliance involve a whole participants selection process, offers presentations and due diligence of information, concluding in the selection of the most beneficial offering for the business. FM&M had among its responsibilities to prepare with the advisors the letter of invitation for the investors interested in participating in the process of acquisition of INCEM; to prepare the “data room” so that the investors examined the corporate documentation of the business group; elaborating together with the advisors the terms of reference, sheet of charges and conditions for the process by which the buyer would be selected, to represent the majority shareholders and the INCEM company itself in the process of the OPA, including the whole negotiation process with the buyers, as well as the preparation of the documents of the OPA, including the proposal; informative prospects; trusts of payment; trusts of guarantee (“holdback trust”). By being the first OPA that was launched, FM&M had to do the managements and presentations to support the validity and legality of the transaction, within the framework of the legislation of values.

The Chase Manhattan Bank. FM&M represented this banking company in the process of sale of its assets and passives to the American banking company HSBC BANK PANAMA. FM&M, had to review all the provision contracts, the financing, their suppliers, movable and immovable mortgages to verify the non-existence of restrictions that prohibited the transaction; to review and adjust to the Panamanian legislation the contracts of purchase and sale of assets prepared in the United States; to elaborate the public deeds of cession which involve the transfer of more than ten thousand mortgage credits and to coordinate its inscription in the Public Registry the exact date that was agreed the fiscal operation should be close.

Cerveceria Nacional, S.A. Was a similar transaction to that of INCEM, with the same characteristics. In addition to the managements that took place in the referred transaction, by being Cervecería Nacional, S.A. a company registered before the Comisión Nacional de Valores (CNV), FM&M had to coordinate and to carry the whole presentation of the Company and its main shareholders before the authorities of the CNV to support the validity and legality of the transaction, within the framework of the legislation of values.

Banco Internacional de Panamá, S.A. (BIPAN) It was a matter of a fusion among Bipan Holding, Inc. and Grupo Financiero Continental, S.A., both companies are holding or holders of shares of BIPAN and Banco Continental de Panamá, S.A., both registered before the Comisión Nacional de Valores. This fusion had a particular characteristic, not only it was a unique experience in our means but it also contemplated the purchase of the actions from the shareholders of the company absorbed that did not wanted to be shareholders of the surviving company of the fusion. As in the transactions previously described, we had to prepare the whole legal documentation and to carry out the corresponding managements before the Comisión Nacional de Valores and the Superintendence of Banks, respectively. In the case of the CNV, as the purchase of shares to dissident shareholders resulted to be a novel experience, FM&M had to carry out the representations and sustentation before the CNV to support that an OPA was not required for re-buying such actions.

Cervecerías-Barú Panamá, S.A. This was the holding company of the shares of Coca Cola de Panama Compañía Embotelladora, S.A. (manufacturer of the carbonated waters Coca Cola) and Cervecería del Barú,S.A. (one of the main brewing companies of the country) FM&M represented the multinational brewer company Heineken to acquire the corresponding part that belong to Cervecería del Barú, S.A., after passing through a process of selection similar to that of INCEM and Cervecería Nacional. In such virtue, FM&M had to review and to negotiate the terms and private conditions of the invitation formulated by the financial advisors of the sellers; to verify and negotiate the terms and conditions of the contracts of purchase and sale, in order to the recommendations of the financial advisors of our client Heineken. Furthermore, FM&M prepared and structured the documentation and contracts required to launch the OPA as vehicle to acquire the part of the consistent business in beer and to carry ahead its approval before the Comisión Nacional de Valores and Bolsa de Valores. Once the acquisition was concluded, FM&M performed the process of cancellation of the registration of Cervecerías Barú-Panama, S.A. as a public business. This transaction had the particularity to be the first OPA that structure itself by increasing the equity to guarantee the buyer the control of the company, then launching the OPA to acquire the shares of the shareholders seller, concurrently with another OPA separated to acquire the shares of the subsidiary one brewer. By this creative newness, FM&M had to perform the representations and sustentation before the CNV to support the legality and validity of the transaction without harming the rights of the minority shareholders.

Sale of assets and passive of several branch offices of Citibank, N.A. Branch office Panama as well as the sale of its accounts receivable of loan mortgages and part of its deposits in favour of other banks of the locality. Both processes were conformed by several phases such as invitation to participants, celebration in agreement of confidentiality, sent of information relating to the assets and passive for sale, presentation of not binding proposals, selection of the becoming proposal, negotiation and sale contract celebration what involves the subsequent processing of the transfers of respective goods. One of the present members of FM&M, in its condition of Director of the Legal Department of Citibank when the transaction was executed, had to its charge all the process of organizing the operation and management of approval before the Superintendence of Banks. Coincidentally, FM&M, furthermore, represented CREDICORP BANK, S.A. for the acquisition of the assets and accounts receivable of Citibank in the province of Chiriquí, for which had to review and negotiate the terms and conditions of the assets sale contract.

Primer Banco de Ahorros, S.A. (PRIBANCO) Fábrega, Molino & Mulino (FM&M) acted as legal advisors of PRIBANCO set against OPA's launched by Banco del Istmo, S.A. (today Primer Banco del Istmo, S.A.) and Banco General, S.A. to acquire not less than the 50% of the stock equity of PRIBANCO. Because it was OPA´s hostile, FM&M had to monitor the respective processes, to review the legal documentation of both offerings; to give legal opinions to the directors and shareholders of PRIBANCO and to verify the processes before the Comisión Nacional de Valores.

Preparation and management of all the legal documentation related to the fusion process between THE CHASE MANHATTAN BANK, N.A. and CHEMICAL BANK, for its transformation in THE CHASE MANHATTAN BANK in which it made relation with its implementation in Panama, before the Superintendence of Banks, the Public Registry and authorities of the Department of Commerce and Industries, Economy and Finances and different municipalities where the Bank performed operations, Including the respective procedures for the sale of the assets and passives of THE CHASE MANHATTAN BANK in Panama to HSBC BANK USA and the close of operations in our country.

GRUPO PASCUAL, S.A. FM&M lead, in representation of the shareholders, the process of sale of its shares to local investors. During this process, the actions of purchase and sale contracts were written; the room of data or “data room” was conformed for the investors to review the legal and corporate documentation.

Xerox de Panamá, S.A. In representation of the Guatemalan partnership Documentos y Digitales, S.A., FM&M negotiated with the American business The Xerox Company, the terms and legal conditions for the acquisition of its subsidiary in Panama. For the improvement of this transaction we worked together with the auditors the buyers selected in the process of due diligence to verify the legal structure and contractual commitments of Xerox def Panama, S.A