Darrois Villey Maillot Brochier advises Colonial on the contemplated cross-border merger with Société Foncière Lyonnaise

5 June 2025

Darrois Villey Maillot Brochier is advising Inmobiliaria Colonial, a Madrid- and Barcelona-listed real estate investment company, in connection with its contemplated cross-border merger with Société Foncière Lyonnaise (SFL), a Euronext Paris-listed real estate investment company (SIIC).

This transaction marks the full integration of the two companies and is one of the first cross-border mergers between listed companies since Directive (EU) 2019/2121 was transposed on November 27, 2019. This amends Directive 2017/1132/EU of the European Parliament and of the Council of June 14, 2017, relating to cross-border conversions, mergers and divisions.

The completion of this transaction was notably subject to approval by the general meetings of Colonial and SFL shareholders, and a decision from the French Financial Markets Authority (AMF) stating that no public buyout offer was required.

The Darrois Villey Maillot Brochier team included Bertrand Cardi, Christophe Vinsonneau, and Cécile de Narp (partners), Youssef Driouich and Aurélia Defouilhoux for corporate and M&A aspects, Vincent Agulhon (partner) and Sophie Pagès (counsel) for tax matters, and Martin Lebeuf (partner), Isabelle Touré Farah (counsel), and Sami Tareb for financing and capital markets matters.

Colonial is also advised by Ramón y Cajal Abogados and Garrigues on Spanish legal aspects and by Capstan on employment law aspects.

Société Foncière Lyonnaise is advised by Gide and Lacourte Raquin Tatar.