We advised ARIN Express, HTG and Trans Pan-Europa in a transaction that has been particularly significant for our team. Everwood Capital has acquired 60% of ARIN, 100% of HTG and 100% of Trans Pan-Europa, creating one of the most important express industrial transport groups in Europe.
The transaction has created a group with more than €100 million in revenue, 250 employees and a presence across Europe and North Africa. For us, it represents exactly the kind of transaction we are passionate about: complex operations where detail and strategy make all the difference.
The challenge of integrating three competitors into a single project
Our work began at the earliest stages of the process, analysing strategic alternatives to determine which transaction structure best protected the interests of our clients. The challenge was particularly complex: integrating three companies that had been direct competitors in the same market up to that point.
ARIN Express, founded 20 years ago, is a leader in express transport in North Africa, with offices in Morocco, Italy, Turkey, Romania and Serbia. Trans Pan-Europa, created in 1994, operates between Spain and Germany with a network of 350 drivers specialised in the automotive sector. HTG contributes a structure of more than 3,000 drivers and a portfolio of over 3,500 clients.
The particularity of this transaction lay in the fact that the three companies were direct competitors. Turning that commercial rivalry into a strategic partnership required not only identifying operational synergies but also aligning the interests of multiple shareholders with different views and expectations.
We worked to identify the geographic and commercial complementarities that justified the integration. ARIN contributed its dominance of the North Africa corridor, Trans Pan-Europa its automotive specialisation, and HTG its strong presence in France. Together, they formed a group with enough strength to compete with major European operators.
Coordination between legal, tax and financial areas
The complexity of the transaction lay in coordinating multiple layers: legal structuring, tax optimisation and financial modelling. ARIN sold a majority stake but retained 40% of the share capital, while HTG and Trans Pan-Europa were sold 100%, with the founding families remaining involved in the future project.
The shareholders’ agreements had to ensure that ARIN maintained influence over the group’s strategic decisions. At the same time, the HTG and Trans Pan-Europa families needed mechanisms to safeguard their contribution to the project even though they were no longer shareholders. We also coordinated regulatory aspects across all jurisdictions where the three companies operate.
The due diligence phase required an extensive review of the legal and tax aspects of all three companies. It was not only a matter of identifying risks but of proposing solutions that would allow the transaction to close without compromising the position of any of our clients in the new consolidated group.
The design of the tax structure was key to ensuring the economic viability of the integration. In international transactions like this, tax considerations cannot be treated as secondary. We analysed different structuring alternatives for Everwood Capital’s investment, assessing the tax impact both for the acquiring fund and for the selling shareholders.
The partial exit of ARIN’s shareholders and the full exit of those of HTG and Trans Pan-Europa required specific planning. Each family had a different tax situation and specific economic expectations. We designed mechanisms to allow each shareholder to optimise their tax position within the legal framework.
Financial modelling and valuation
In parallel, we developed financial models projecting the evolution of the new group under different integration scenarios. We analysed expected synergies, integration costs, the optimal financing structure and the impact on the consolidated financial statements. These models formed the basis for negotiating the financial terms of the transaction.
The valuation of each company also required specialised work. It was not enough to apply market multiples. We needed to understand the operational particularities of each business, their competitive positioning and their growth potential within the integrated group. Only then could we reach a valuation that reflected the real value each company contributed to the project.
Moreover, the analysis of strategic divestment alternatives was essential. Our clients needed to understand all available options before committing to a specific structure. We evaluated different scenarios – from independent sales to partial integrations – until reaching the solution that best balanced the interests of all parties.
A transaction closed under the best possible conditions
For us, the success of this transaction is measured not only by the fact that it closed, but by how it closed. ARIN, HTG and Trans Pan-Europa begin this new stage as part of a consolidated group, with a clear governance structure and strengthened strategic positions. The founding families remain involved in the project under the conditions they sought. And Everwood Capital has achieved its first investment in express industrial transport with an integration designed correctly from day one.
We ensured that our clients entered this integration from the strongest possible position, protecting their track records and reinforcing their role within the new group. This type of transaction is what we do best: complex operations, with multiple legal, tax and corporate layers, where every decision matters.
What separates a well-executed transaction from one that generates future problems is multidisciplinary coordination. At Confianz, the legal, tax and economic-financial areas operate as a single unit from day one. Each phase required technical precision, strategic understanding and ongoing coordination, ensuring that no aspect was overlooked.
Confianz team involved in the transaction:
Economic-financial area:
Legal and tax area:
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