Colfax Corporation (NYSE:CFX) signed an agreement to acquire 91.17% stake in Futura Consorcio Inmobiliario SA (BVL:FUTURAI1) from Inversiones Breca SA and other shareholders for approximately $180 million on May 26, 2012. The purchase price is subject to adjustment based upon changes in Soldex's net equity, defined as the difference between total assets and total liabilities, between February 29, 2012 and the date of the closing of the transactions contemplated by the agreement. The deal values Futura Consorcio Inmobiliario at $235 million including the assumption of debt and the consideration will be funded with cash on-hand.

The obligation of the parties to consummate the transactions contemplated by the agreement is subject to certain conditions, including the accuracy of the other party's representations and warranties and compliance by the other party with its covenants under the agreement. Inversiones Breca's obligation to consummate the transactions is also subject to Colfax obtaining the approval of the Superintendencia de Industria y Comercio of the Republic of Colombia, which is the primary antitrust regulator of Colombia, to indirectly acquire two Soldex subsidiaries that are located in Colombia.

The agreement provides that the closing of the transactions will take place on the last day of the month in which the SIC's approval is received or, if such approval is received within the last five business days of a month, on the last day of the following month. Lazard Ltd. acted as a financial advisor to Futura Consorcio Inmobiliario SA. José Daniel Amado, Marisol Haro, Katherine Torres and Alvaro del Valle of Miranda & Amado Abogados acted as legal advisor to Colfax Corporation. Alberto Rebaza and Felipe Boisset, and associates Daniel Gonzáles and Luis Andrés Ponce of Rebaza, Alcázar & De Las Casas Abogados Financieros acted as legal advisors to Inversiones Breca. Lynne Pucket and Dan Pryor acted as in house counsel to Colfax. Carlos Urrutia and associates Alejandro García and Daniel Rodriguez of Brigard & Urrutia Abogados acted Eddy De Sousa, René Lepervanche, Maria Verónica Espina, Juan Carlos Castillo and Gustavo Morales of Tinoco Travieso Planchart & Núñez acted as legal advisor to Colfax. Miguel Angel Salmón acted as inhouse advisor to Brescia. Fulvio Italiani, Jose Humberto Frias, Alejandro Disilvestro and Alberto Benshimol, and associates Gustavo Boccardo and Paula Oviedo of D'Empaire Reyna Abogados and Juan Carlos Rocha and associate Diego Cardona of prietocarrizosa acted as legal advisors to Brescia. New York team of Banco Bilbao Vizcaya Argentaria, S.A. acted as financial advisor to Colfax.

Colfax Corporation (NYSE:CFX) completed the acquisition of a 91.17% stake in Futura Consorcio Inmobiliario SA (BVL:FUTURAI1) from Inversiones Breca SA and other shareholders on October 31, 2012.