CEE Legal Matters

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  • Gleiss Lutz and Baker Hostetler Advise M+W Group on Divestment of Global Process Automation Business

    Gleiss Lutz has advised the M+W Group on the sale of its global process automation business (M+W Process Automation) to the Canadian automation specialist ATS Automation Tooling Systems (ATS).

    The transaction is subject to antitrust clearance and is expected to be closed in autumn 2014. The transaction volume is approximately EUR 255 million.     

    M+W Group’s management decided to sell its automation business as part of a general move towards focusing on its core competencies — engineering and construction. In 2013, automation contributed approximately EUR 170 million to the M+W Group’s total revenues of EUR 2.56 billion. A number of industry partners and financial investors took part in the bidding procedure, but after discussions were complete, ATS emerged successful.

    M+W Process Automation currently has some 970 employees in 16 countries around the world, including Germany, Belgium, Poland, the Czech Republic, the US, and China. It is one of the world’s largest manufacturer-independent automation solution providers focusing on software development for the control and visualization of critical production processes. Customers include companies from the automotive, chemicals and pharmaceuticals sectors, as well as other industries.     

    Gleiss Lutz acted as lead counsel on the deal, coordinating several other international law firms involved. In particular, the transaction involved a number of aspects of US law, which were dealt with in close cooperation with US law firm Baker Hostetler.

    The Gleiss Lutz team consisted of Partners Jochen Tyrolt and Michael Arnold, as well as Johannes Schragle, Nico Holtkamp, Markus Martin, Achim Dannecker, Cindy Lahusen, Markus Wystrcil, Stefan Weidert, Herwig Lux, Linda Bittner, Claudia Wirth, Stefan Kleimaier, Matthias Karl, Philipp Pichler, Patrick Gruner, and Frank Schlobach. 

    Nicole Gerstle, Timo Fahrion, Corinna Arnold, and Klaus Taraschka were involved as M+W Group’s in-house counsel.  

     

  • EPAP Partner Re-Elected Deputy of Kiev City Council

    Egorov Puginsky Afanasiev & Partners Ukraine (EPAP) has announced that Partner Oleksii Reznikov will leave the firm to pursue his career in the Kiev City Council.  

    In the announcement EPAP expressed its gratitude to Reznikov for his “outstanding contribution” to the firm’s business, and wished him success in his new role.

    Reznikov leaves his position as Head of the Litigation Practice at EPAP. He joined the firm as Partner in the Litigation Practice in 2006 with the merger of the Magister & Partners and Pravis: Reznikov, Vlasenko & Partners law firms. In May 2008, Reznikov was elected as deputy of Kiev City Council and a Member of the Permanent Commission on Law and Order, Regulations and Deputy Ethics of Kiev City Council. In May 2014, Reznikov was re-elected Deputy of the Kiev City Council.

     

  • Eversheds Advises City of Warsaw on PLN 1 Billion Financing From EIB

    The Warsaw office of Eversheds has advised the City of Warsaw on obtaining PLN 1 billion financing from the European Investment Bank (EIB). The financing will go towards funding projects in transport, education, healthcare, social services and public spaces.

    The Eversheds team was led by Partner Krzysztof Haladyj, head of the firm’s Polish banking and finance practice, who was supported by lawyer Tomasz Balawajder. Haladyj commented, on the deal, that:  “This is the latest in a string of transactions on which we have advised that have involved financing projects for the development of urban infrastructure. We also recently advised Warsaw tram operator Tramwaje Warszawskie on obtaining loans to achieve its strategic development plans, as well as the municipal water and sewer authority Miejskie Przedsiebiorstwo Wodociagow i Kanalizacji w m. st. Warszawie S.A. on obtaining financing for construction of the Czajka wastewater treatment plant, amongst other projects.”   

    Eversheds previously advised the City of Warsaw on obtaining financing from the EIB in 2013 for the expansion of the Warsaw Metro.

     

  • Akin Gump Advises LUKOIL on Investment in Cameroon Shelf Oil and Gas Project

    Akin Gump has announced that it is advising LUKOIL in relation to the company’s acquisition of a 37.5 percent interest in the Etinde Permit, offshore Cameroon, from Bowleven Plc., the Africa-focused oil and gas exploration group traded on AIM.

    The Etinde contract area is located in the Gulf of Guinea near the border with Equatorial Guinea and includes three license blocks for the extraction of oil and gas with a total area of 2,300 square kilometers.

    Alongside LUKOIL, the British company NewAge (African Global Energy) Limited, already the holder of a 25 percent stake, acquires an additional 12.5 percent interest in the Etinde Permit from Bowleven. Camop, a wholly owned subsidiary of NewAge, will become operator of the Etinde Permit following completion.

    The conditional agreement is subject to regulatory approval by the Cameroon government and Bowleven shareholders.

    The Akin Gump team advising LUKOIL is led by Moscow energy Partner Natalia Baratiants and London corporate and energy Partner Marc Hammerson and is drawn from the firm’s London and Moscow offices. 

     

  • Baker & McKenzie Advises Commerzbank on Refinancing of TSKB Loan Syndication

    Baker & McKenzie has advised Commerzbank as the agent, and a syndicate of 13 international banks, on a dual tranche club loan facility extended to Industrial Development Bank of Turkey. The loan facility is intended to fund trade finance and project finance-related transactions.

    Baker & McKenzie advised Commerzbank Aktiengesellschaft (Commerzbank) on a USD 10 million and EUR 91 million dual tranche club term loan facility extended to Turkiye Sinai Kalkinma Bankasi (TSKB), the Industrial Development Bank of Turkey.

    Commerzbank acted as mandated lead arranger along with Bayerische Landesbank, Citibank Nassau Branch, ING European Financial Services, and Standard Chartered Bank. Credit Suisse, Intensa Sanpaolo, Banka Kombetare Tregtare, OYAK ANKER Bank, Barclays Bank, BNP Paribas, UniCredit Bank, and WGZ BANK Westdeutsche Genossenschafts-Zentralbank also committed to the deal at various levels. The deal was signed on July 8, 2014.

    Commerzbank is a German banking and financial services company headquartered in Frankfurt, with over 1,200 branch locations in Germany. The bank also has a presence in over 50 countries. Commerzbank is mainly active in private banking, retail banking and mortgaging, and also offers banking and capital market services to corporate clients and institutional investors.

    The Industrial Development Bank of Turkey was founded in 1950 as Turkey’s first privately owned development and investment bank with a goal of developing private industry. Today, TSKB continues to support development through extending medium to long-term loans to finance productive fixed asset investments in all sectors of the Turkish economy, as well as aiding the inflow of local and international capital to Turkish companies.

    A cross-border team of lawyers from Baker & McKenzie’s Paris office and the Esin Attorney Partnership, the Turkish member firm of Baker & McKenzie, advised on the term loan facility. The firm’s EMEA Head of Banking Michael Foundethakis (Paris) and Banking & Finance Partner Muhsin Keskin (Istanbul) led the team advising Commerzbank with support from Nicholas Macheras (Paris) and Erdem Sismangil, Mustafa Ozkan Ozdogan, and Deniz Erden.

    “This is the third consecutive TSKB syndication on which the firm has advised Commerzbank and other lenders on over the last three years, and our team’s success has, once again, further cemented our relationship with Commerzbank in Turkey and globally,” commented Banking & Finance Partner Muhsin Keskin.

     

  • Hengeler Mueller Advises Aalberts Industries on Public Offer to Impreglon Shareholders

    Hengeler Mueller has announced that it has advised Aalberts Industries on its announced intention to make a voluntary public offer of approximately EUR 119 for all outstanding shares to the shareholders of Impreglon SE.

    This results in a premium of more than 21% compared to the closing price of EUR 11.55 of the Impreglon share on the XETRA stock exchange on July 7, 2014. The offer price is around 57% higher than the closing share price on December 31, 2013 (which was EUR 8.93). The major shareholders of Impregion agreed on July 7, 2014, to participate in the public offer. 

    Impreglon, with head office based in Luneburg, Germany, was founded in 1983 and has been listed on the stock market since 2006. Impreglon is expecting annual revenue of approximately EUR 140 million in 2014 and is active worldwide in surface treatment via 31 owned production locations and 4 franchise operations in 15 countries in Europe, Eastern Europe, North America and Asia. Impreglon is mainly active in the market segments of machine building, repair and revision after sales markets, and to some extent in automotive. The high grade technologies used by Impreglon for surface treatment are almost completely supplemental to Aalberts Industries. Impreglon has a strong position in especially surface treatments combined with polymer which improves the resistance to wear and the sliding characteristics of components. The company also excels in thermal spray technologies, a high grade service market for the performance of partial surface treatments.

    Aalberts Industries is mainly active in surface treatment with 26 production locations in Europe, Eastern Europe, and China. 

    Henning Claassen, the founder and CEO of Impreglon, said of the offer that: “The high growth potential in the market for surface treatment can be realised much better through cooperation with Aalberts Industries, which has the ability to invest in further growth of Impreglon. Also Impreglon will have a good solid perspective looking to the future when I will retire from my activities. Due to these reasons I fully support the offer of Aalberts Industries, utilising the complementary surface technologies and market positions of both companies. Impreglon and Aalberts Industries have a comparable entrepreneurial culture and lead their operational companies in the same decentralised way where (local) entrepreneurship is important. Aalberts Industries is for Impreglon’s future the ideal strategic partner. The Board acknowledges that the offer of EUR 14.00 per share and EUR 132.33 per convertible bond is a substantial premium relating to the existing share price and levels in the past”.

    The Hengeler Mueller team is led by Partners Matthias Hentzen and Bernd Wirbel and includes Associates Matthias Cloppenburg and Frederik Gartner.

  • CMS Advises South Stream on Largest Infrastructure Project in Serbia

    CMS Serbia has advised South Stream on its agreements with Gazprom subsidiary Centrgaz regarding the construction of the section of the South Stream natural gas pipeline that will pass through Serbian territory.  

    The South Stream is a planned gas pipeline to transport Russian natural gas through the Black Sea to Bulgaria and through Serbia, Hungary, and Slovenia, on to Austria. Construction of the Russian onshore facilities for the pipeline started in December 2012.

    The agreement on the construction of the South Stream gas pipeline was signed in Belgrade on Tuesday, July 8, 2014. Gazprom subsidiary Centrgaz will be building the section passing through Serbian territory. CMS Partner Radivoje Petrikic, the head of the firm’s Serbian office, describes the project as “Serbia’s largest infrastructure project.” CMS also claims that, at a contract value of EUR 2.1 billion, the project amounts to the largest foreign investment in Serbia to this time.

    CMS lawyers working on the deal included Petrikic, Marija Marosan, Jovana Stevovic, Ljubinka Tubic, Maja Stepanovic, and Milica Popovic.

    imagesource: gazprom.com

     

  • Perry Zizzi Moves (Back) to Dentons

    Perry Zizzi, Partner of Clifford Chance Badea has announced his plans to leave the Bucharest office of the Magic Circle firm, effective July 15. Sources report that the he will move to the Bucharest office of Dentons.  

    Zizzi focuses on M&A and acquisition finance in various sectors, particularly real estate. He has worked on representing lenders, borrowers, buyers and sellers in complex, cross-border transactions in eastern Europe. A graduate of the Columbia University School of Law, he is admitted as a lawyer in the state of New York and as a foreign lawyer in the Bucharest Bar and the Czech Chamber of Advocates.

    Zizzi has been with Clifford Chance Badea for almost 7 years. Prior to joining the firm, he was a partner at Salans, one of the three firms that merged in March, 2013, to create Dentons. 

    In a press release announcing Zizzi’s departure, Daniel Badea, the Managing Partner of the Clifford Chance Badea office, stated simply: “We thank Perry for the contribution and wish him success going forward.” The firm also announced that three counsels (out of the seven in the office) have been added to the partnership track and are due to commence what the firm describes only as a “complex selection process” leading to potential partnership. The names of the three were not disclosed. 

    When contacted by CEE Legal Matters, Zizzi confirmed his plans to move but otherwise declined to comment further. Dentons Bucharest also declined to confirm the move.

     

     

  • Arzinger Wins for Windrose in German Court

    Arzinger has announced that Senior Partner Wolfram Rehbock has achieved victories for the Windrose airline both in a court of first instance and on appeal in a 4-year litigation process.  

    According to Arzinger, in 2010 Windrose — Ukraine’s first charter airline — claimed payment for rendered services from an unnamed German-based defendant, which made several arguments in its defense. Windrose defeated those arguments, and the defendant was ordered to pay almost the entire claimed damages of EUR 427,000. 

    The defendant appealed, and Windrose filed a cross-appeal, claiming that it was entitled to interest on the damages, which had not awarded by the first instance. Defendant’s appeal was not successful, but Windrose’s cross-appeal was found meritorious, and Windrose was awarded an additional EUR 70,000. 

     

     

  • Sorainen Advises PKC on Lithuania Expansion

    Sorainen Lithuania has advised PKC on opening a manufacturing unit in Lithuania. PKC is a global leader in design, manufacture, and integration of electrical distribution systems, electronic and related architecture components for the commercial vehicle industry, among others. 

    The firm advised PKC on corporate, employment, tax, real estate, commercial, immigration and other matters related to the set-up of its operations in Lithuania. Sorainen also represented PKC in negotiations with the Ministry of Economy regarding an investment agreement and incentives package. The firm claims that “it is anticipated that within two years PKC will employ not less than 320 personnel in its manufacturing unit to be based in Panevezys.”

    The Sorainen team on the project was led by Partners Algirdas Peksys and Laimonas Skibarka, assisted by Senior Associates Liudas Ramanauskas and Jurgita Venckute.