Deal of the Year Winner: Private M&A
Uber completed its US$459 million acquisition of Chilean grocery delivery start-up Cornershop after more than a year of back and forth with local regulators amid the covid-19 pandemic. The acquisition faced regulatory challenges in Chile and Mexico, while the substantial price tag for a controlling stake in a Latin American start-up also stands out. The deal is our private M&A Deal of the Year.
Technology and ride-hailing company Uber made its first move into the grocery delivery industry by acquiring a 51% stake in Chilean start-up Cornershop.
Morrison & Foerster and WilmerHale in the US, Claro & Cía in Santiago and Mexico's Greenberg Traurig SC advised Uber on the deal, while US law firm Gunderson Dettmer represented Cornershop. Creel, García-Cuéllar, Aiza y Enriquez SC advised both Uber and Cornershop on antitrust matters in Mexico, while DLA Piper (Chile) helped both Uber and Cornershop antitrust matters, as well as certain corporate aspects under Chilean law.
When it announced its intention to buy Cornershop in October 2019, Uber knew it would be a challenge. The year prior, US retailer Walmart had signed a deal to buy Cornershop for US$225 million, but was blocked by Mexico’s antitrust regulator COFECE, which ruled it would displace competitors.
The deal led to the first merger control procedure between two digital platforms in Chile. After a phase II investigation, Chile’s competition agency FNE approved the acquisition in May. The agency had initially said the purchase would limit competition among the country’s online delivery services. It later acknowledged that the acceleration of supermarket chains moving into e-commerce activity reduced those concerns.
The transaction still required the green light in Mexico. By the time the FNE approved the deal in Chile, there was an ongoing turf battle between COFECE and Mexican telecoms regulator IFT – two independent regulators – over which agency should review the deal. A specialised court ruled in favour of COFECE in June. In the final piece of the puzzle, COFECE approved the deal in mid-December, 14 months after the deal had been signed.
Contributing to the extended period between signing and closing was the pandemic, which forced authorities to halt or reduce their work, causing delays to the regulatory approval of the transaction.
Cornershop is headquartered in Santiago and operates in Chile, Mexico, Peru and the Canadian city of Toronto. While it continues to operate under the same management as it did pre-merger, Uber is expected to help it expand into new markets.
Counsel to Uber
In-house counsel - Francisco Pinilla, Eric Lipman, Greg McCurdy, Kellie Kemp, Brendan Herron, Christian Lymn and José Palomar
Morrison & Foerster
Claro & Cía
Greenberg Traurig SC
Counsel to Uber and Cornershop
DLA Piper (Chile)
Creel, García-Cuéllar, Aiza y Enriquez SC
Counsel to Cornershop