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  • Integrites Acts as Counsel for Ukrcofee in Corporate Disputes

    Integrites has announced that it is representing the interests of Ukrcoffee in corporate disputes with regard to change of control and beneficial owners.

    Integrites describes Ukrcoffee as “one of the leading manufacturers of coffee in and out Ukrainian market.” The company produces coffee in Ilyichyovsk, Ukraine, under the Lacomba trademark. 

    According to the firm, “Integrites’ lawyers have successfully developed tailored a step-by-step action plan, as well as a strategy on corporate restructuring. As a result of work done under the project, leading to reallocation of equities, the Client will raise investments and move to a new level of operating.”

    Integrites lawyers on the project include Counsel Denys Kytsenko and Associate Daria Ganzienko, both working under the general supervision of Managing Partner Ruslan Bernatsky. 

     

  • NRF, Somay, and Clifford Chance Advise on Albaraka Turk Sukuk Issuance

    Norton Rose Fulbright has advised Albaraka Turk Katilim Bankasi on its issuance of USD 350 million certificates due 2019.

    The Sukuk, while backed by the credit of Albaraka Turk as obligor, was issued by Bereket Varlik Kiralama an asset leasing corporation established in Turkey pursuant to the Lease Certificate Communique in Turkey. The Sukuk represents Albaraka Turk’s second international Sukuk issuance following the issuance of their Tier 2 Sukuk in 2013, on which Norton Rose Fulbright also advised. The Joint Lead Managers were Emirates NBD Capital Limited, Nomura International, QInvest, and Standard Chartered Bank.

    The Norton Rose Fulbright team was led by Partner Gregory Man and capital markets Of Counsel Vicky Jones, assisted by Senior Associates Cynthia Teo and Ahmet Kalafat.

    Man commented: “This transaction represents a further notable Sukuk deal in the Turkish market. The structure of theSukuk was a hybrid structure encompassing both Murabaha receivables as well as tangible Sukuk assets and follows the recent international trend of combining multiple Shariah structures together with increasing complexity.” 

    Somay Hukuk Burosu advised Albaraka Turk on the Turkish law aspects of the deal. Clifford Chance and Yegin Ciftci Attorney Partnership advised the Managers on English law and Turkish law aspects respectively. Clifford Chance also advised BNY Mellon Corporate Trustee Services Limited as Representative.

     

  • Lavrynovych & Partners Makes New Partner

    Lavrynovych & Partners has announced that on July 1, 2014, lawyer Olena Zubchenko was promoted to Partner.  

    According to the firm, Zubchenko will be responsible for providing legal services in banking and finance, real estate and construction, land and agrarian law issues.

    Zubchenko has worked for Lavrynovych & Partners since 2010. As a Senior Associate in the banking and finance department headed by Partner Iryna Marushko, and then as an Associate Partner, Zubchenko supported the issuance of Eurobonds, the provision of loans to Ukrainian enterprises, the structuring of transactions related to receipt and utilization of loans, and advised on IPOs of Ukraine’s leading agricultural enterprises. Among the clients to whom Olena has provided legal support over the last two years are Ukrainian railways (Ukrzaliznytsia), the State Food and Grain Corporation of Ukraine, Louis Dreyfus, Mriya Agro Holding, Rise, the Industrial Milk Company, and LisichanskUgol OJSC.  

    Zubchenko graduated from the Kyiv National Taras Shevchenko University. 

     

  • Debevoise Advises Zurich Insurance on Russian Sale and Restructuring

    Debevoise has advised Zurich Insurance pursuant to the company’s decision to sell its Russian retail business and focus on its corporate business.

    Zurich has announced its intention to sell its retail business in Russia to the OLMA Group, while retaining and further building on its well-established Russian corporate business. According to Zurich Insurance, “the transaction is in line with Zurich’s strategy to prioritize investments where it has distinctive positions.”

    According to a well-written Zurich Insurance Group press release, “Zurich Insurance Group (Zurich) and OLMA Group (OLMA) have signed an agreement under which OLMA will acquire Zurich’s general insurance retail business in Russia. OLMA has stated ambitions to further develop the retail insurance business in Russia as well as building its own corporate business by leveraging its existing customer base. Zurich’s retail portfolio comprises around 1.2 million policies representing gross written premium volume of RUB 7.1 billion (about USD 220 million) in 2013. Its products include casco, motor third party liability, property and personal accident and are sold to individuals and small and mid-sized companies via agencies, partnerships and direct channels. Subject to regulatory approvals, the transaction is expected to close in the third quarter 2014. The sales price amounts to RUB 1 billion (about USD 30 million). On disposal, unrealized currency translation adjustment (CTA) losses of approximately USD 265 million, currently reflected in shareholders’ equity, will become realized. Mainly as a result of this accounting charge, the transaction is estimated to generate a loss through net income of about USD 300 million, but with only a small impact on the Group’s shareholders’ equity. The CTA loss recognized on disposal reflects the revaluation of investments made into the Russian retail business since the acquisition of Nasta Insurance Company in 2007 primarily due to the depreciation of the Russian Ruble versus the U.S. dollar. The exact amount of the CTA loss will be calculated at the closing of the transaction, which is expected to be in the third quarter of 2014.  Zurich will retain its corporate business, which is primarily focused on underwriting large Russian and multi-national commercial customers, energy business and financial lines. It has been an active player in the Russian corporate market since 1996.  Mike Kerner, CEO General Insurance, says: ‘The transaction is a proof-point of our 2014-2016 strategy. While we invest in priority markets, we either turn around or exit those that are under-performing. When announcing our Annual Results 2013, we said that the Russian retail business had not developed according to our expectations and that we would explore options for it. We believe that the sale to OLMA is in the best interest of our customers, employees and shareholders.’”

    Debevoise did not identify its lawyers working on the matter.

    Editor’s note: On July 8, 2014, Debevoise identified the firm’s lawyers on the matter as New York-based Partner John Vasily and Associate Mathias Iranzo and Moscow-based Partner Alyona Kutcher and Associate Anna Maximenko.

     

  • Tark Grunte Sutkiene Advises BOLE in Sale of Share to New Investor

    Tark Grunte Sutkiene has advised BOLE OU in a sale of a share to an unidentified new investor.

    BOLE, based on Estonian capital, is rapidly growing company headquartered in Paldiski, Estonia. It manufactures naturally curved hardwood floors.

    Tark Grunte Sutkiene assisted BOLE with structuring the transaction and with the preparation of the transaction documents. Partner Risto Vahimets and Associate Tanel Kuun led the team on the matter

     

  • Dechert Advises Multiple Investors in USD 100 Million Fundraising by BlaBlaCar

    Dechert has advised Index Ventures, Accel Partners, ISAI, and Lead Edge Capital in their roles as investors in BlaBlarCar’s USD 100 million fundraising. 

    “It’s been a very active market for French technology companies that are aggressively seeking to expand internationally, and Dechert has been advising on a number of successful fundraisings and cross-border IPOs,” said Dechert Partner Matthieu Grollemund, who was the lead attorney for the firm on the matter.

    Launched in 2006, BlaBlaCar is a service of long distance commuters linking drivers and passengers wishing to share the cost of a single journey. BlaBlaCar employs 150 employees, including a hundred in France, and currently has 8 million members in 12 countries.

    According to Dechert, BlaBlaCar intends to use its fundraising to accelerate its international expansion, the next target countries being Turkey, India, and Brazil.

    Index Ventures is a multi-stage international venture capital firm with deep sector expertise based in London, San Francisco, and Geneva. According to Dechert, “since 1996, they’ve teamed up with entrepreneurs in more than 30 countries who are using technology to reshape the world around us. The companies they’ve started include Aegerion, asos, Climate Corp, Criteo, Dropbox, Etsy, Genmab, Just Eat, King, Hortonworks, MySQL, Nasty Gal, Pure Storage, Skype, SoundCloud, Sonos and Supercell, among many others.”

    Founded in 1983, Accel Partners has offices in Palo Alto, London, New York, Bangalore, and also in China via its partnership with IDG-Accel. Accel has invested in over 500 companies, many of which have created their own markets, including Angry Birds (Rovio), Atlassian, Cloudera, ComScore, Dropbox, Facebook, Groupon, and Spotify.

    ISAI represents more than 70 entrepreneurs and aims to finance and support Internet companies with strong potential funds. Beyond the founders, AISI has more than eighty entrepreneurs who invested in one and/or both of its funds. Alongside the founders ISAI includes more than 70 individual investors in the ISAI Fund, including founders, executives or former executives.

    Lead Edge Capital invests in Internet companies with high potential entrepreneurs with whom the fund is associated. Their portfolio consists of Alibaba.com, Anaqua, Appirio, Bazaarvoice, BlaBlaCar, Branding Brand, Drilling Info, Ensighten, Kapost, Marketo, Mindbody, Monetate, Refinery29, Serena & Lily, Spredfast, Veeva Systems, Xamarin and more.

    As part of this transaction, Index Ventures, Accel Partners, ISAI and Lead Edge Capital were advised by Dechert, whose international team was led by Grollemund in Paris and Partner Craig Godshall in Philadelphia, assisted by Paris-based Associate Xavier Leroux and Philadelphia-based Associate Matthew Rothman.

     

  • Varul Advises Cybernetica on Cooperation Agreement With Smartmatic

    Varul Advises Cybernetica on Cooperation Agreement With Smartmatic

    Varul’s corporate law team has advised Cybernetica on entering into a cooperation agreement with Smartmatic. Cybernetica is the Estonian R&D lab that built the original Internet voting system used in Estonia, while Varul described Smartmatic as “the leading international company producing automated election systems.” 

    According to Varul, “the aim of this cooperation is to set up a unique online voting centre of excellence – the Smartmatic-Cybernetica Centre of Excellence for Internet Voting. By means of foreign investment in the high-tech sector of Estonia, the world’s largest company offering electoral systems and services will help further develop the Estonian electronic voting system and export these solutions globally.”

    Cybernetica is an R&D-intensive ICT company that develops and delivers software solutions that support the information society, as well as light-signaling and telematics products and maritime surveillance and radio communications systems. The company has offices in Tallinn and Tartu.  

    Smartmatic is a global leader in the field of electronic voting in terms of economic performance and geographical distribution. The company employs more than 800 people in the United States, United Kingdom, the Netherlands, Belgium, Mexico, Barbados, Haiti, Brazil, Panama, Venezuela, the Philippines, India, and Taiwan.

     

  • Skrastins & Dzenis Succeeds in Challenge to Competition Council Order

    The Skrastins & Dzenis law firm has successfully represented SIA Veiksme un K., a Latvian retailer of home electronics trading with the “Tehnoland” trademark, in a case against the Latvian Competition Council.

    According to S&D, the “novel” case involved the Competition Council’s attempt to apply the inevitability of liability principle in issuing a fine against SIA Veiksme that was previously imposed on another company, which no longer existed.

    According to S&D Associate, Daina Bukele, who worked on the matter, the company originally fined was a sister company of SIA Veiksme that was partly owned by the same shareholders. As a result of its insolvency, SIA Veiksme partly took over the business, including the trademark and stock.   

    Bukele explained that “several years after the original infringement decision against the sister company the Competition council went after SIA Veiksme, claiming that: 1) since it is (and was at the time when the infringement decision was passed) one undertaking with the company that was fined (although it was never an addressee of the infringement decision or part of the administrative case, thus, having no procedural rights); and 2) it had taken over the assets of the fined company … it was therefore obliged to pay the fine.”

    S&D persuaded the Riga Administrative District Court that the Competition Authority’s order had no solid legal grounds and violated procedural rules, and on June 5, 2014 the Court declared the fine illegitimate and repealed the order.

    The S&D team on the matter consisted of Bukele and Partner Andrejs Gulajevs. 

     

  • Sorainen Advises Amber Grid on EPSO-G Shareholding increase

    Sorainen has advised Lithuanian natural gas transmission system operator Amber Grid on state-owned holding company EPSO-G’s mandatory takeover offer.

    EPSO-G acquired the remaining 43.38% shares in Amber Grid at an offer price of EUR 0.762 per share, valuing the transaction at EUR 58.97 million. Through the takeover offer EPSO-G acquired in total 39.96% of Amber Grid shares (including 37.1% of shares from OAO Gazprom) for a total value of EUR 54.32 million. 

    The Sorainen team was led by Partner Algirdas Peksys and Senior Associates Liudas Ramanauskas and Sergej Butov.

    The has previously advised Amber Grid on the acquisition of 38.9% of the shares of EPSO-G from E.ON Ruhrgas International for the price of EUR 49.76 million (reported on by CEE Legal Matters on May 23, 2014).

     

  • Buzescu Ca and RTPR Allen & Overy Advise Facebook on LiveRail Romania Acquisition

    An RTPR Allen & Overy team led by Partner Mihai Ristici and Counsel Alina Stavaru has advised Facebook on its acquisition of LiveRail Romania, a business specializing in providing online video commercials. Buzescu Ca advised on human resources, intellectual property, and data protection matters.

    The exact terms of the acquisition were not disclosed, but anonymous sources are claiming Facebook paid approximately USD 500 million for the tech company.

    In a Facebook press release, the company announced that “today we’re announcing that we have agreed to acquire LiveRail, an advertising technology company that helps companies like Major League Baseball, ABC Family, A&E Networks, Gannett, and Dailymotion serve better ads in the videos that appear on their websites and apps. LiveRail was founded in 2007 and offers a comprehensive platform for online video publishers that help them find and serve the best ads possible. LiveRail also helps marketers by providing them with access to premium video inventory and the information that they need in order to decide where to show their ads. What LiveRail ultimately offers is a complete advertising solution for video publishers. We believe that LiveRail, Facebook and the premium publishers it serves have an opportunity to make video ads better and more relevant for the hundreds of millions of people who watch digital video every month. More relevant ads will be more interesting and engaging to people watching online video, and more effective for marketers too. Publishers will benefit as well because more relevant ads will help them make the most out of every opportunity they have to show an ad.”

    LiveRail CEO Mark Trefgarne issued a statement on the company’s blog: “When (co-founder Andrei Dunca) and I started LiveRail seven years ago, it was with the vision of creating a next generation advertising platform designed specifically for digital video. We believed that over the coming years, television would increasingly move to the Internet, and that both broadcasters and advertisers would follow viewers into this new digital TV age. Our goal at LiveRail has been to build the best technology in the world to help connect the digital video advertising ecosystem.  Over the last few years, we’ve been hard at work building products that fulfill that vision. Today LiveRail is the world’s largest programmatic platform for video publishers, with 170 employees across four offices, hundreds of active customers and over 7bn video ads delivered each month, our platform sits at the heart of the video advertising ecosystem. But this is only the start of our mission.  When we started talking to the team at Facebook about how we could work together, it quickly became clear that we shared a vision for the future of digital advertising. They believed, as we do, that publishers deserve a new generation of audience-aware advertising technology. We realized that by joining forces we’d be able to draw upon our respective strengths to move even faster towards our shared vision of creating the advertising platform of the future.  This announcement marks the beginning of a new chapter for the team at LiveRail, and I’m incredibly grateful to all the amazing people who have helped build this company to where it stands today. I’m confident that as part of the Facebook family, our team has the opportunity to redefine the ad tech landscape and set a new standard in technology for publishers.”