Shearman & Sterling is advising Italian listed company Realty Vailog S.p.A in connection with its proposed business combination with Industria e Innovazione S.p.A.

Realty Vailog is a leading real estate development and investment company based in Milan and listed on the Italian Stock Exchange. Industria e Innovazione, which holds a 24.6% interest in the share capital of Realty Vailog, is a private investment company with a focus on renewable energy projects.

According to the terms of the transaction, Industria e Innovazione will proceed with a reverse merger with and into Realty Vailog, following the completion of a public voluntary cash tender offer for all the shares of Realty Vailog launched by Industria e Innovazione.

In connection with the announcement of the business combination, Realty Vailog signed a preliminary agreement for the sale of its logistic business carried out by its wholly owned subsidiary Vailog S.r.l. to Parval S.r.l. by way of a management buy-out.

As a result of the transaction, Realty Vailog will become a listed investment company focused on renewable energy projects. The transaction is expected to close by the end of the first half of 2010, subject to regulatory and shareholder approvals and completion of the sale of Vailog.

The Shearman & Sterling team includes partner Domenico Fanuele (Rome-Capital Markets/M&A) and senior associate Emanuele Trucco (Rome-Capital Markets/M&A).