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AstapovLawyers and Baker & McKenzie have successfully represented Canon Russia in a dispute with a Russian retailer Fotosintez involving claims of abuse of rights in a surety agreement. 

Under a supply contract, the Russian subsidiary of the Japanese optical products corporation was to supply goods on a deferred payment basis. In August 2013, Fotosintez went bankrupt, with debt in the amount of more than RUB 200 million (equivalent to approximately USD 5.4 million). At the time, Fotointez’s majority shareholder claimed the surety agreement was invalid as in violation of corporate regulations.

In the first case reviewed by the recently created Judicial Chamber on Economic Disputes of the Supreme Court of Russian Federation, AstapovLawyers team supported Canon Russia in both the surety agreement invalidity case and the Fotosintez bankruptcy proceedings. The firm established that the majority shareholder alleging the surety agreement’s invalidity had in fact abused Canon Russia’s rights, and persuaded the Judicial Chamber to enforce the supply contract, in the process proving that the shareholder owning 50% of shares both in a buyer-company and surety-company has no right to claim invalidation of surety on the ground that he was unaware of the surety agreement and had never given his consent.  

The case was handled by AstapovLawyers Senior Associate Andrey Samoilov and Associate Anna Arutunian. Baker & McKenzie Partner Vladimir Khvalei acted as co-counsel.

Pekin & Pekin has advised on the acquisition of 40% of shares Istanbul Sabiha Gokcen Airport by TAV Havalimanlari Holding, the leading Turkish brand in global airport operations.

The firm announced that, for a “maximum” transaction price of EUR 285 million. TAV Airports has acquired 40% of shares of Istanbul Sabiha Gokcen Uluslararasi Havalimani Yatirim, Yapim ve Isletme (“ISG”), 40% of shares of LGM Havaliman? Isletmeleri Ticaret ve Turizm (“LGM”), and 19.6% of shares of Istanbul Sabiha Gokcen Uluslararasi Havalimani Yer Hizmetleri (“ISG Ground Handling”) from Limak Yatirim Enerji Uretim Isletme Hizmetleri Insaat and Limak Insaat San. ve Tic.

Malaysia Airports MSC Sdn Bhd and Malaysia Airports Holdings Berhad (together, “Malaysia Airports”) are the other main shareholders of ISG, LGM, and ISG Ground Handling, and hold rights of first refusal. 

Earlier this year, Malaysia Airports Holdings Berhad had acquired a 40 percent stake in ISG from GMR Infrastructure, an Indian infrastructure company for EUR 209 million. The deal was advised on by White & Case (reported on by CEE Legal Matters on May 7, 2014).

Upon the closing of the transaction — after obtaining the necessary regulatory and third party approvals — TAV and Malaysia Airports will become partners in Istanbul Sabiha Gokcen Airport and hold equal rights in management.  

TAV Airports, one of the world’s leading airport operators, provided services to approximately 652,000 flights and 84 million passengers in 2013.  Istanbul Sabiha Gokcen Airport served to 15.5 million passengers with a 32% increase in the first 8 months of 2014 compared to the same period of last year.

Peking & Pekin’s team was led by Partner Kemal Serdengecti and Senior Associate Yegan Liaje. 

TRINITI has announced that it was a “proud sponsor” of the Latvian Parliament pre-election debate on September 11, 2014.

The event was organised by the American Chamber of Commerce in Latvia, with the participation of the British, Norwegian, Irish and German Chambers of Commerce. Senior managers of international companies in the Baltics questioned representatives of seven political parties on their views regarding business in Latvia. TRINITI was represented by Partner Anri Leimanis, who posed questions related to Public Private Partnership projects, among others.

Ilyashev & Partners announced that it secured four merger clearances from Ukraine’s competition regulator, the Antitrust Committee (AMKU), necessary for the PZU Group’s acquisition of four insurance companies in Poland and the Baltics from Royal & Sun Alliance Insurance (originally reported on by CEE Legal Matters on April 18, 2014).

PZU acquired Link4 in Poland, Lietuvos Draudimas in Lithuania, AAS Balta in Latvia, and Codan Forsikring in Estonia, all from the the British RSA insurance group. As a result of the acquisition, PZU will become the largest insurer in the Baltic region. SORAINEN advised PZU on the transaction and the same firm secured merger clearance from the Latvian competition council as well (as reported on by CEE Legal Matters or June 5, 2014). Consultancy to RSA Insurance was provided by lawyers from LAWIN (in all three Baltic countries), Soltysinski Kawecki & Szlezak (in Poland), Slaughter and May (in London), and Gorrissen Federspiel (in Denmark).

According to Ilyasvev & Partners, Under Section 22 of the Competition Act in Ukraine, PZU had to also obtain AMKU’s merger clearance in order to proceed with this multi-million dollar deal. Towards this end, Ilyasvev & Partners’ Head of Antitrust and Competition Practice Oleksandr Fefelov, Taras Utiralov and Mykola Aleksiuk successfully represented PZU.

CMS Hungary has advised E.ON combined-cycle power stations in Debrecen and Nyiregyhaza to Dalkia.

According to Dow Jones & Company, following the acquisition of the two plants in eastern Hungary, Dalkia Energia Zrt., will supply heat to 110,000 Hungarian households and several tens of thousands of public institutions.

The lead lawyer from CMS advising on the transaction was Aniko Kircsi, Partner of the firm in the Budapest office. 

SORAINEN Estonia has advised Stratasys in its acquisition of GrabCAD in an all-cash transaction. The transaction is expected to be completed by the end of September, subject to the fulfilment of customary closing conditions.

Stratasys is a leading global provider of 3D printing and additive manufacturing solutions. GrabCAD is helping engineers get products to market faster by connecting people, content and technology. The acquisition is expected to enable Stratasys to provide its customers with enhanced collaboration tools and improved accessibility relating to 3D CAD content. The addition of GrabCAD Workbench provides Stratasys with an opportunity to drive communication and ease of use throughout the 3D printing process and grow its technology solutions and user communities.

The SORAINEN team, led by Partners Toomas Prangli and Kaupo Lepasepp, and Specialist Counsel Kadri Kallas, assisted in Estonian law aspects of the transaction.

VMP Vlasova Mikhel & Partners has advised EBRD on the provision of a USD 5 million loan to Belarusian commercial bank MTBank for on-lending financing of medium and small businesses. 

The loan is provided in the framework of the EDRB Programme for the Support and Development of Small and Medium-Sized Businesses by Providing Loan Facilities to Financial Institutions. 

According to the firm, the main feature of the deal is that the facility will be provided in local currency and with longer maturities. It will help to eliminate foreign exchange risks both for MTBank and small companies with no foreign currency revenues.

Francis Delaey, the EBRD’s Head of Office in Belarus, said: “We are delighted to sign this local currency facility with MTBank, one of our long-standing partner banks in Belarus. With this project we are not only providing loans with longer maturities to domestic small businesses but also promoting lending in local currency, which is another important objective for us in Belarus.”

This is the second credit line in local currency provided by international financial institutions in Belarus, and the only one since 2012.

The VMP Vlasova Mikhel & Partners Banking and Finance team that worked on the deal was led by partner Tatiana Emelianova.

The Moscow team of CMS has advised Achmea Group on the sale of 100% of the shares in its Russian subsidiary, Insurance Company Oranta.

The major Netherlands-based finance and insurance group, Achmea announced in a press release on September 10 that the sale comprises in the transfer of all the shares of Oranta – a 100% subsidiary of Achmea – to Companion. The transaction was approved by the Russian Federal Antimonopoly Service (FAS).

The lead lawyer from CMS advising on the deal was Partner, David Cranfield, who heads the Corporate group of the Moscow office.  

White & Case has advised Jastrzebska Spolka Weglowa on the acquisition of an organized part of the enterprise of Kompania Weglowa including the Knurow-Szczyglowice coal mine, for PLN 1.49 billion.

JSW is the largest producer of high quality type 35 (hard) cooking coal and a significant coke producer in the European Union. White & Case provided comprehensive support for the acquisition, including advice on financing through private placements of secured bonds under the issue programme in two tranches of, respectively, PLN 700 million and USD 163.76 million.

Warsaw-based White & Case Partner Marcin Studniarek, who led the team advising JSW, said: “The coal and coke market is cyclical in nature and global fluctuations in price have a significant impact on the profitability of mining plants. Any action aimed at reducing mining production costs and expanding the resource base are important factors in determining the competitive edge of mining companies. The White & Case team which advised JSW successfully navigated a complex transaction, underlining the Firm’s capability in providing legal advice to mining companies. We were very pleased to support JSW in the pursuit of its strategic goals.”

During 2013, the output of JSW’s five existing mines was 9.8 million tons of coking coal (including 7.8 million tons of hard coking coal) and 3.8 million tons of steam coal. Prior to the acquisition of the Knurow-Szczyglowice mine, the anticipated coal resource of the JSW mines was around 2.2 billion tons, including approximately 600 million tons of recoverable resources.

The Knurow-Szczyglowice mine has an annual coal production capacity of 3.8 million tons, including 40 percent coking coal. Its anticipated coal resources are 1.26 billion tons with recoverable reserves of 375.1 million tons, including 119.7 million tons under current valid licenses.

Studniarek’s team included Local Partners Aneta Hajska and Tomasz Ostrowski, Counsel Jakub Gubanski and Grzegorz Jukiel, and Associates Aneta Urban, Rafal Kaminski, and Magdalena Zmyslowska.