The document provides an overview of the mergers and acquisitions market in Mexico in 2012. Some of the key points include: - The number of M&A deals reported to the Mexican Federal Competition Commission declined from 2011 to 2012. However, this may be due to relaxed reporting thresholds rather than decreased deal activity. - Significant deals in 2012 included AB InBev's $20 billion acquisition of Grupo Modelo and American Tower Corporation's $500 million acquisition of communication towers from Telefonica Mexico. - The financial industry saw the most deal activity by value, including IPOs, acquisitions of insurers, and the merger of two large pension fund managers. - New regulations on money laund

1. Mergers & Acquisitions
Second Edition
Editors: Michael E. Hatchard & Scott V. Simpson
Published by Global Legal Group

2. CONTENTS
Preface Michael E. Hatchard & Scott V. Simpson, Skadden, Arps, Slate, Meagher & Flom (UK) LLP
Argentina Marcelo E. Bombau, M. & M. Bomchil 1
Austria Sascha Hödl, Schoenherr Attorneys at Law 5
Brazil Fabiano Gallo, Adriano Chaves & André Gilberto, Campos Mello Advogados 13
Canada Simon A. Romano & Elizabeth Breen, Stikeman Elliott LLP 21
Cayman Islands Ramesh Maharaj, Rob Jackson & Melissa Lim, Walkers 29
Chile Pablo Guerrero V., Bernardo Simian S. & Franco Acchiardo O.,
Barros & Errázuriz Abogados 36
China Adam Cheng & Yuling Geng, Skadden, Arps, Slate, Meagher & Flom LLP 42
Colombia Jaime Robledo-Vásquez & Pablo Carrizosa-Ramírez,
Gómez-Pinzón Zuleta Abogados 55
Germany Dr Steffen Oppenländer & Dr Hans-Jörg Ziegenhain, Hengeler Mueller 63
India Sumes Dewan & Yeshika Dublish, Desai & Diwanji 69
Japan Yuto Matsumura & Hideaki Roy Umetsu, Mori Hamada & Matsumoto 75
Korea Joon-Woo Lee, Sang-Hyun Ahn & Hwang Lim Jang, Yoon & Yang LLC 83
Malaysia Hong Yun Chang & Wai Sum Teo, Tay & Partners 90
Mexico Juan Francisco Torres Landa Ruffo, Federico de Noriega Olea
& Alejandra Parra López, Barrera, Siqueiros y Torres Landa S.C. 100
Netherlands Charles Honée & Katinka Middelkoop, Allen & Overy LLP 106
Norway Ole Kristian Aabø-Evensen, Aabø-Evensen & Co Advokatfirma 114
Poland Slawomir Uss & Aleksandra Kolyszko, Sołtysiński Kawecki & Szlęzak 125
Russia Vladislav Zabrodin & Anastasia Fomicheva, Capital Legal Services, L.L.C. 133
South Africa Christo Els & Jesse Watson, Webber Wentzel 139
Spain Fernando Vives Ruiz, Garrigues 147
Switzerland Martin Weber, Lorenzo Olgiati & Jean Jacques Ah Choon, Schellenberg Wittmer 152
Turkey Dr Umut Kolcuoğlu, Kemal Aksel & Ceren Gülal Karakuş,
Kolcuoğlu Demı̇ rkan Attorneys at Law 160
United Kingdom Chris Pearson, Paul Whitelock & Christopher McCarthy, Norton Rose 167
USA Ann Beth Stebbins & Alan C. Myers, Skadden, Arps, Slate, Meagher & Flom LLP 176
Venezuela Carlos Eduardo Acedo Sucre & Luisa Acedo de Lepervanche,
Mendoza, Palacios, Acedo, Borjas, Páez Pumar & Cía. 187
Vietnam Hoang Nguyen Ha Quyen, Dr Nguyen Anh Tuan & Nguyen Xuan Thuy,
LCT Lawyers 195

3. Mexico
Juan Francisco Torres Landa Ruffo, Federico de Noriega Olea
& Alejandra Parra López
Barrera, Siqueiros y Torres Landa, S.C.
Introduction
This article provides: (a) a brief overview of the current status of the mergers & acquisitions market
in Mexico, including a list of significant deals announced or closed in 2012; (b) a description of the
major industries in which these transactions have materialised; (c) some notes regarding recent legal
developments that impact mergers & acquisitions; and (d) some suggestions of the authors about
how to improve the current legal framework for mergers & acquisitions. This article is designed on
purpose as an executive summary of all those topics and not as a comprehensive study. The views
stated herein are the personal opinions of the authors and do not represent the views of the firm in
which they work or of any professional association they may belong to or participate in.
Overview of the Mergers & Acquisitions Market
There is limited public information available with respect to the M&A market in Mexico, mostly
because most mergers and acquisitions are between private companies that are not reported to the
Mexican Stock Exchange (Bolsa Mexicana de Valores) and/or that do not involve a tender offer.
However, the most significant mergers (i.e., mergers that meet certain thresholds related to the amounts
involved in the transaction or the size of its participants in terms of revenues, capital stock or assets)
must be notified to and cleared by the Mexican Federal Competition Commission (Comisión Federal
de Competencia) (“CFC”). Hence, we obtained information on the recent M&A activity in Mexico
based on data included in the resolutions issued by the CFC authorising, conditioning or disapproving
mergers. This information is publicly available at the website of such governmental agency.1
During the first ten months of 2012 there have been 65 applications filed with the CFC. This figure is
very low with respect to mergers and acquisitions in 2009 and 2010; the volume had a significant
decrease even comparing the number of applications filed in 2011. Through 2011 and in 2012 the
graphic below shows a downward trend. However, a significant factor that may have influenced the
decrease in the number of mergers & acquisitions during the last two years is the fact that the Mexican
Competition Law has seen amendments since May 2011, which relaxed the thresholds for having to
secure clearance from the CFC. Therefore, this downward trend does not necessarily mean that there
was less activity in the M&A market but simply that fewer mergers were reported to the CFC.
Graph 1: M&A applications filed
100
90
80
70
60
50
2009 2010 2011
40
30 2012
20
10
0
GLI - Mergers & Acquisitions Second Edition 100 www.globallegalinsights.com
© Published and reproduced with kind permission by Global Legal Group Ltd, London

4. Barrera, Siqueiros y Torres Landa, S.C. Mexico
Significant Deals and Highlights
Based on the information available, the most significant mergers & acquisitions for the Mexican
market during 2012 are the following:
(i) AB InBev consolidated its ownership of Grupo Modelo, the largest beer brewer in Mexico which,
among other operations, manufactures and sells “Corona”, by buying out the 50% stake that the
Mexican shareholders still controlled, for a purchase price of a little over US$20bn. This transaction
represented the largest transaction in value for a Mexican company, right after the acquisition of
Banamex by Citibank in 2001 for around US$12.5bn.
(ii) American Tower Corporation, a company which operates the leasing of communication towers
to companies such as Iusacell, Nextel and Telefónica, expanded its operations in Latin America
and Mexico through the acquisition of 2,500 communication antennas of Telefónica México, S.A.
de C.V., a mobile-phone services operator in Mexico. The acquisition was valued at an amount of
US$500m. American Tower Corporation has reached the amount of 1,778 communication antennas
acquired from Telefónica in the last months for an amount of US$300m; this situation has resulted in
doubling the size of the company’s operation in Mexico, reaching 5,467 antennas in operation over
a total of 42,500 units in Mexico.
(iii) Coca Cola Femsa, S.A. de C.V., the largest Coca-Cola bottler in Mexico with significant
participation in other Latin American markets, acquired the beverage division of the company Grupo
Fomento Queretano, S.A. de C.V., in a transaction valued around US$480m. The transaction was
implemented through the acquisition of shares in the Company and assumption of debt – as a result
of this transaction, Coca Cola FEMSA will also hold 12.92% of Promotora Industrial Azucarera, a
participant in the Mexican sugar industry.
(iv) Grupo Elektra, S.A. de C.V. entered the U.S. financial market by the acquisition of 100% of the
capital stock of the company Advance America Cash Advance Centers Inc., extending its operations
to Mexico, Argentina, Brazil, El Salvador, Guatemala, Honduras, Panama and Peru. Grupo Elektra is
one of the leading financial services and specialised commerce companies in Latin America through
affordable credit granted to mass markets. The acquisition was performed through a subsidiary of
Grupo Elektra in the United States, Eagle US Sub Inc.
(v) Corporación Actinver S.A.B. de C.V. (a leader in investment services in Mexico) acquired the
investment advisory business (also called proprietary bank) of American Express Bank (Mexico)
S.A., through the transfer of financial assets worth US$863.9m, including checking and saving
accounts, deposit products and bank investment, as well as the distribution of investments funds
shares. American Express Bank will keep its credit card operations.
(vi) Empresas ICA, Mexico’s largest construction company, acquired a 51% stake of the mining
construction services in Peru, San Martin Contratistas Generales, S.A., for US$123m, to be paid
in the following five years. The transaction is part of the international expansion strategy of the
company, based on its strategy to participate with local groups to operate in Latin American countries.
(vii) 14 months since it was announced, Grupo Televisa, S.A.B, de C.V. (the largest TV company
in Mexico) acquired 50% of the mobile services provider Iusacell, S.A., for US$1,600m. The CFC
authorised the transaction subject to the compliance with conditions to promote greater market
competition in open and restricted television. In early 2012, the CFC rejected the acquisition of
Iusacell by Televisa, based on the argument that it would be detrimental for competition in the media
industry because Iusacell is controlled by TV Azteca, the second-largest TV company in Mexico.
However, after the parties challenged the decision, the CFC considered that the participation of
Televisa in Iusacell could achieve greater efficiencies and thus positively impact competition levels
in the mobile communications market.
(viii) Grupo Financiero Scotiabank Inverlat S.A. de C.V. reached an agreement with Grupo
Financiero Banamex S.A. de C.V. to acquire the total assets of Crédito Familiar, S.A. de C.V.,
a Multiple Purposes Financial Company (Sofom), one of the leading personal credit companies
in Mexico’s financial market. The acquisition of Crédito Familiar supports Scotiabank’s growth
strategy in Mexico, considering that it significantly increases the participation in a market that
GLI - Mergers & Acquisitions Second Edition 101 www.globallegalinsights.com
© Published and reproduced with kind permission by Global Legal Group Ltd, London

5. Barrera, Siqueiros y Torres Landa, S.C. Mexico
demands credit products.
(ix) The holding Grupo Radio Centro S.A.B. de C.V. acquired 100% of the assets of American radio
station KXOS-FM Emmis Communications Corporation through a transaction worth US$ 85.5m
signed between the two organisations since April 2009. The acquisition will be financed through a
US$90m credit facility granted to GRC by a banks consortium.
(x) In the strategy of opening operations in Latin America and specifically in Mexico, ACE Group
acquired ABA Seguros, S.A. de C.V., an insurance company, and Fianzas Monterrey, S.A., a bonding
company. This acquisition will open the ACE Group operations in Mexico for the Property Insurance
and Commercial Liability, Accident, Health and Life. In order to pay US$17,200m debt with the
Treasury Department of the United States, Ally Financial Inc., a GMAC General Motors Acceptance
Corporation, agreed to sell ABA Seguros S.A. de C.V. to the ACE Group in a transaction valued
around US$865m. Fianzas Monterrey, the second biggest bonding company in Mexico and the third
in Latin America, owned by New York Life, was acquired by the ACE Group for an amount around
US$285m; the transaction is expected to close on the first quarter of 2013 because of regulatory
approvals and other closing conditions.
(xi) Afore XXI Banorte, a Mexican Fund Retirement Administrator incorporated as a result of the
merger between Afore XXI and Afore Banorte, acquired 100% of Afore Bancomer, S.A. de C.V., a
company of the Financial Group BBVA, for an amount of US$1,730m. Banorte will participate as a
leader in this financial sector with 27.3% of the 48 million retirement accounts in Mexico.
(xii) Crédito Real S.A.P.I. de C.V. S.O.F.O.M. (a Mexican financial company specialising in
consumer lending) was authorised by the National Banking and Securities Commission to make
an initial public offering of shares in the Mexican Stock Exchange and international markets – as a
result of the offer, the company received US$200m.
(xiii) Banco Santander, S.A. sold 25% of its capital stock in Mexico through a public offer in the
Mexican Stock Exchange; the company decided to pursue this offer in order to reinforce the capital
structure of the company.
(xiv) In the last few weeks, the CFC rejected the authorisation of Nestlé’s acquisition of Pfizer’s
nutrition line. The CFC informed that both companies compete in the infant milk formulas market,
and that situation would result in a rise of Nestlé’s participation from 71 to 88% of the volume of
sales in such industry. Even though both companies filed before the CFC different alternatives,
conditionings and arguments, the CFC resolved that they were not sufficient to prevent the potential
damage to the competitive process.
Key Developments
The Federal Law for the Prevention and Identification of Money Laundering (“Ley Federal para la
Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita”) was published on
October 17th, 2012 and will become effective on July 16th, 2013. Pursuant to such law, lawyers or any
professional advisors drafting paperwork or representing clients in mergers and acquisitions must
apply customer-identification procedures (know your customer) and report events to the Ministry of
Finance and Public Credit.
Likewise, a very relevant reform to the Mexican Labor Law was published on November 30th,
2012 and became effective as of December 1st, 2012. In addition to many other reforms to labour
regulations, the bill sets forth that any company that transfers employees to another company to
decrease their benefits may be subject to administrative fines. Note that this structure was commonly
used in acquisitions in order to change the compensation package of the employees of the target
company. The amendment also increased the risk of outsourcing companies being disregarded for
the purposes of employment law and for employees to bring direct employment claims against the
clients of outsourcing companies.
Industry Sector Focus
The financial industry was probably the most active in mergers & acquisitions during 2012 in terms
GLI - Mergers & Acquisitions Second Edition 102 www.globallegalinsights.com
© Published and reproduced with kind permission by Global Legal Group Ltd, London

6. Barrera, Siqueiros y Torres Landa, S.C. Mexico
of the size and importance of its transactions. In 2012, we saw the IPO of Santander México,
acquisitions and IPOs in the unregulated financial services market, acquisitions of Mexican insurance
and bonding companies by large insurance conglomerates, consolidation of two of the largest
pension-fund managers in Mexico (Afore Banorte and Afore Bancomer) and other transactions
described above.
The beverage industry had two large transactions in 2012, of which the most relevant is the buyout
of the Mexican shareholders of Grupo Modelo by AB InBev.
In terms of number of transactions, some other industries had a significant activity in mergers &
acquisitions, as provided in the Graphs 2 and 3 below.
Graph 2 – 2011
6.98%
Chemical industry
8.14%
Credit & finance institutions, not
stock market
12.79%
Manufacture of transport
72.09% equipment
Others
Graph 3 – 2012
p
7.69%
7.69% Manufacture of transport
equipment
9.23%
Temporary accommodation
services
12.3% 63.07%
Alimentary industry
Real estate services
Others
In relation to the merger & acquisition activities for each industry during the last two years, the
Manufacture of Transport Equipment since 2011 and through 2012 remained stable. However, in
2012 other different industries participated in the top per cents of such transactions, such as the Food
Industry and the Temporary Accommodation Services. None of the industries reached 15% of the
number of transactions, which means that there is not a predominant industry in terms of number of
transactions. Other industries that participated in the merger and acquisition activities in 2012 are
the chemical industry, credit and finance institutions, bonding and insurance as well as food & drugs,
tobacco, telecommunications and others.
GLI - Mergers & Acquisitions Second Edition 103 www.globallegalinsights.com
© Published and reproduced with kind permission by Global Legal Group Ltd, London

7. Barrera, Siqueiros y Torres Landa, S.C. Mexico
The Year Ahead
Mexico has successfully undergone a new democratic transition. In that context, Mexico has
been recognised not only as a politically stable country, but most importantly as one with very
good economic prospects. Mexico has thus come to the attention of foreign investors due to its
macroeconomic stability (i.e., controlled inflation, low deficit, stable balance of payments, etc.) The
stars seem to be aligned for a big increase in Mexico’s economic performance. There are some
clouds in the horizon, namely the “fiscal cliff” in the USA but, for the first time in decades, Mexico
is not either in a crisis of its own or affected by one overseas. In the absence of some major obstacle,
business in Mexico should see a huge increase and GDP growing at rates exceeding five percentage
points. The internal market (and M&A activity in the internal market) may be significantly fuelled
if structural reforms are approved by Congress (a recent “Pact for Mexico” signed by all major
political forces is a significant indication of cooperation to pass significant reforms, something
that was thought impossible until recently). The expectation is to see reforms in the energy and
telecommunications sectors that could foster internal growth; subsequent changes to the tax and
political framework are being considered. Because Congress is divided and the President’s party
does not have the absolute majority, the combination of political forces is certainly the key to success
in the pursuit of new laws that foster competition, growth, justice and equality.
***
Endnote
1. All information about mergers and amounts was obtained from the website of the Mexican
Federal Competition Commission at www.cfc.gob.mx. Last visited on December 12th, 2012.
GLI - Mergers & Acquisitions Second Edition 104 www.globallegalinsights.com
© Published and reproduced with kind permission by Global Legal Group Ltd, London

8. Barrera, Siqueiros y Torres Landa, S.C. Mexico
Juan Francisco Torres Landa Ruffo
Tel: +52 55 5091 0157 / Email: jftl@bstl.com.mx
Juan Francisco Torres Landa Ruffo is a Partner with Barrera, Siqueiros y Torres Landa in
Mexico City. He practises in the areas of corporate, foreign investment, environmental,
real estate, foreign trade, immigration and general contract law.
Mr Torres Landa has been recognised as a leading attorney in his areas of practice in
Mexico, designated by Latin Lawyer in 2004 as among the top 40 lawyers in Mexico
under 40, and in 2006 by the recognised magazine of “Poder y Negocios” as one of the
13 more influential lawyers in all of Mexico.
Mr Torres Landa received his basic Mexican legal degree from the National Autonomous
University of Mexico where he graduated in 1988, and received an LL.M. degree from
Harvard Law School in 1990. During the second half of 1990 Mr Torres Landa had a
six-month internship with Wilmer, Cutler & Pickering in Washington, D.C.
Mr Torres Landa has been a Corporate Law professor at both the National Autonomous
University of Mexico and the Universidad Iberoamericana, both in Mexico City.
Mr Torres Landa is a member of the IBA, the Mexican Bar Association, was the
Co-Chair of the Mexican Law Committee of the ABA, served as the President
of the Harvard Club of Mexico until January 2001, and as Secretary of Mexican
United Against Crime since 2005. He is also a member of the AIPN (Association of
International Petroleum Negotiators). He has published several articles in law journals
and specialised magazines, and has participated in many seminars dealing with legal
orientation in Mexico.
Federico de Noriega Olea
Tel: +52 55 5091 0154 / Email: fno@bstl.com.mx
Federico de Noriega Olea is a senior associate with the law firm of Barrera, Siqueiros y
Torres Landa in Mexico City. He practises in the areas of mergers & acquisitions and
corporate finance. Mr De Noriega has been recognised as an “associate to watch” in
the practice of “Banking & Finance” by the renowned magazine Chambers & Partners,
in its 2011 and 2012 editions.
Mr De Noriega received his basic Mexican legal degree from the Universidad
Iberoamericana of Mexico where he graduated in 2005, and received an LL.M. degree
from Harvard Law School in 2007. During the second half of 2007 and during 2008
Mr De Noriega worked as a foreign associate of Sidley Austin, LLP in New York, New
York. Mr De Noriega has been admitted to practise in the State of New York, USA.
Alejandra Parra López
Tel: +52 55 5091 0162 / Email: apl@bstl.com.mx
Alejandra Parra López is a candidate for a law degree at the Instituto Tecnológico
Autónomo de México (ITAM), from which she expects to graduate in 2012. For the
last two years she has worked at the law firm Barrera, Siqueiros y Torres Landa, in
Mexico City. She has focused her law practice in the areas of insurance, mergers &
acquisitions and corporate finance.
Barrera, Siqueiros y Torres Landa, S.C.
Paseo de los Tamarindos 150-1, Bosques de las Lomas, 05120, Mexico, D.F., Mexico
Tel: +52 55 5091 0000 / Fax: +52 55 5091 0123 / URL: http://www.bstl.com.mx
GLI - Mergers & Acquisitions Second Edition 105 www.globallegalinsights.com
© Published and reproduced with kind permission by Global Legal Group Ltd, London

9. Strategic partners:
www.globallegalinsights.com