Rome, August 17, 2007—On August 17, 2007, the Whitehall Funds, a family of real estate funds promoted and managed by The Goldman Sachs Group, Inc., completed their acquisition of approximately 91% of the units of Italian close-end real estate investment fund Berenice, managed by Pirelli & C. Real Estate Società di Gestione del Risparmio through a public tender offer for €913 per unit. The Rome office of Shearman & Sterling acted as Italian counsel to Whitehall in the transaction. The Berenice Fund holds a portfolio of real estate office properties located in major Italian cities. The transaction valued the Berenice Fund’s portfolio at approximately US$1.3 billion, including debt.

In one of the most contentious ever takeover battles in Italy, the Berenice Fund was the subject of three separate competing tender offers launched respectively by (i) a consortium formed by Morgan Stanley Special Situation Fund and Pirelli Real Estate & C. S.p.A. (the parent company of the Management Company and the real estate arm of the Pirelli Group), (ii) Whitehall and (iii) Merrill Lynch & Co. Inc. From the first bid of €540 per unit announced by Morgan Stanley and Pirelli on May 22, 2007, to the prevailing bid of €913 per unit announced by Whitehall on July 25, 2007, the three bidders raised the offer price a total of 11 times.

The transaction was the first ever tender offer for fund units in Italy and marked the first time that the rules on competing tender offers under the Italian Securities Act of 1998 had been applied in a practical case. Commentaries in the Italian press have referred to the deal as a model case study.

The Shearman & Sterling team included partner Domenico Fanuele (RO–CM/M&A), associates Tobia Croff (RO–CM/M&A), Fabio Fauceglia (RO–CM/M&A) and Emanuele Trucco (RO–CM/M&A), and trainee Francesco Liberatori (RO–CM/M&A).