CEE Legal Matters

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  • Linklaters Advises Buch.de on Squeeze-Out

    Linklaters has advised buch.de internet stores on the squeeze-out of its minority shareholders by Thalia Holding.

    The squeeze-out resolution was adopted at buch.de internetstores’ general meeting on April 2, 2014 and has already been entered in the commercial register. In addition to the squeeze-out advice, Linklaters assisted buch.de in preparing and holding the general meeting.

    buch.de internetstores, based in the Westphalian city of Munster and founded in 1998, specializes in trading books and other media online. It operates the buch.de, bol.de, and alphamusic.de websites as well as Thalia’s German and Austrian websites. In the financial year 2012/2013, it generated a turnover of EUR 97.7 million and employed around 180 people. Its principal shareholder is Thalia Holding, a subsidiary of Douglas Holding. Over the past years, Linklaters has advised Douglas on transactions such as the take-over by the financial investor Advent International and the squeeze-out of the minority shareholders by way of the transfer to Beauty Holding Two.

     

  • New App For Legal Crisis Management

    New App For Legal Crisis Management

    On May 6, 2014, DLA Piper announced the global launch of its Rapid Response app which, according to the firm, is “designed to complement the firm’s existing Rapid Response service that helps individuals prepare for and deal with crisis situations.” CEE Legal Matters reached out to Andras Posztl, Managing Partner of the Budapest office, to understand just how open clients in CEE markets are towards such solutions.

    Andras Posztl

       

    Andras Posztl, Managing Partner of the Budapest office, DLA Piper

     CEELM: DLA Piper announced on May 6 the launch of the Rapid Response App, meant to complement the firm’s Rapid Response Service. Can you describe for our readers, first of all, what the service itself entails?

    A.P.: The Rapid Response Service is primarily a device that helps individuals prepare for and deal with crisis situations. It means in practice that the firm’s clients have access to a global emergency hotline in critical ad hoc situations such as a regulatory raid or a damaging broadcast of a report.

    The firm’s global regulatory, dispute resolution and crisis management expertise enables it to give rapid responses in the case of legal emergency tailored to local law, language and conventions of the concerned jurisdiction. Rapid Response is a practical and cost effective solution in regulatory and commercial risk management.

    The Rapid Response Service can be a very useful support in a wide range of situations such as police or regulatory raids, industrial accidents, crisis communication, product recall or handling a sensitive data leak.

     CEELM: The new application, how does it work exactly? I push a “panic button” on the app at 2 am. What specifically happens next? 

    A.P.: The App is a supplement to our earlier established Rapid Response Service. It provides quick access to all the substantial information the client may need for the effective use of Rapid Response Service. For instance, you can quickly find your local Rapid Response hotline number or the most useful tips for the different emergency cases such us dawn raid, home raid, unannounced visits, seizure of documents etc.

    Besides providing ex post assistance the Rapid Response App can be also very helpful in prevention. Following the instructions of the separate interactive questionnaires for document management, crisis management, information security, internal investigations or whistleblowing you can measure how prepared is your company. 

     CEELM: This “global emergency hotline” is available to clients in CEE as well. How often did you see clients in CEE use it relative to other markets where DLA operates? 

    A.P.: In our region the use of emergency hotlines can be described as rather conservative. The personal and confidential way of seeking help in such cases is still much more preferred. The main goal of launching our free Rapid Response App is to make our clients more familiar with this service in an interactive way. We hope that by downloading and trying this App our clients can recognize how useful such a form of assistance can be in need. The new App shall act as an effective promotion to our Rapid Response Service.

     CEELM: Of the CEE markets covered by the Rapid Response Service (Austria, Czech Republic, Hungary, Poland, Romania, Russia, Slovakia, Turkey, Ukraine), in which one(s) did you find it was most popular amongst clients? Why do you believe that was the case?

    A.P.: Besides Austria and Russia, in the rest of the countries the service is rather new and clients still tend to contact their established contact at the respective offices rather than using the hotline. Nonetheless, we believe slowly but surely this attitude may change and we would like to ‘lead the pack’ offering clients new ways to communicate in ‘legal emergency’ situations.

     CEELM: In Hungary specifically, in what circumstances did clients use this service most often until now?

    A.P.: Similar to the situation in other CEE countries the Hungarian clients still have to get used to this new kind of legal services. However the launching of this new App is an excellent occasion for us to emphasize a key element of DLA Piper’s philosophy. Our expertise and fully discretion is not limited to certain colleagues known by the client. Our strength is the way we integrate the wide range of resources and expertise accumulated by our lawyers in Hungary, Europe and other parts of the World. In the case of legal emergency the client can lean on this comprehensive network of knowledge by using our Rapid Response Service.

  • Sayenko Kharenko Advises on Sticky Acquisition

    Sayenko Kharenko has acted as Ukrainian legal counsel to Capiton in connection with its acquisition of a Ukrainian subsidiary of the Finnish Dynea-Group. The deal was closed on February 17, 2014.

    Based in Germany, Capiton is an owner-managed financial investor that invests in large SMEs primarily in Germany, Austria, and Switzerland by means of MBOs and expansion financing. The Finnish chemical group Dynea is a leader in the European market of industrial adhesive systems with subsidiaries in Germany, Finland, UK, Poland, France, Romania, Austria, and Ukraine. The group specializes in the production of formaldehyde-based adhesives, which are used in the automotive and engineering industries, as well as paper overlays and oil field chemicals. Dynea employs 300 full time employees and has annual sales of approximately EUR 220 million. The company is headquartered in Helsinki.

    Sayenko Kharenko’s scope of work on behalf of Capiton included due diligence of the Ukrainian subsidiary of Dynea-Group and transaction support on the Ukrainian part of the deal.

    The firm’s team was led by Partner Vladmir Sayenko, and included Counsel Leonid Antonenko and Associates Oleksandr Bevz and Kateryna Zhebanova.

     

  • Mayer Brown Advises on USD 3 Billion Loan Facility to Canadian Mining Company

    Mayer Brown has advised Standard Chartered Bank and BNP Paribas on a five-year USD 3 billion loan facility to Canadian-based First Quantum Minerals, which has seven operating mines and five development projects around the world.

    The facility comprises of a USD 1.2 billion Term Loan Facility available to draw until April 8, 2016 and a USD 1.8 billion Revolving Credit Facility available to draw until March 8, 2019.

    Standard Chartered Bank and BNP Paribas were the Initial Mandated Lead Arrangers and Underwriters in the syndication, which also includes ABSA Corporate and Investment Bank, Barclays Bank Zambia, Barclays Bank Mauritius, Credit Agricole Corporate and Investment Bank, HSBC Bank, ING Bank., and Societe Generale joined as Mandated Lead Arrangers. Citibank, Export Development Canada, FirstRand Bank, Natixis, and Nedbank Limited joined as Lead Arrangers. Credit Suisse, Deutsche Bank, J.P. Morgan Chase Bank, Royal Bank of Canada, and Standard Bank of South Africa also joined the syndication, as will Jefferies Finance. 

    The facility will be used by First Quantum Minerals to support the company’s growth strategy.

    As part of the arrangement Mayer Brown also acted for Standard Chartered Bank on a USD 350 million facility to Zambia-based Kansanshi Minerals – the owner of Africa’s largest copper mine – which is part of the First Quantum Group.

    This deal involved working with 40 different First Quantum borrower companies across 14 jurisdictions, including Mauritania, Zambia, Finland, Peru, Turkey, Spain, Canada, and Australia. 

    Banking & Finance Partner Rachel Speight led the Mayer Brown team. She was assisted by Senior Associate Doye Balogun and Associates Bushra Shabazz, Sarai Jacob, and Mani Teherani.

     

  • Vasil Kisil & Partners Advises on EUR 610 Million Macro-Financial Assistance to Ukraine

    Vasil Kisil & Partners has acted as sole legal advisor to the European Commission on its granting of EUR 610 million macro-financial assistance to Ukraine.

    In April 2013, the Memorandum of Understanding and the Loan Agreement were entered into by Ukraine, as a borrower, the National Bank of Ukraine, as an agent to the borrower, and the European Union, as a lender regarding the loan in the aggregate amount of EUR 610 million. The documents were ratified by the Ukrainian Parliament on March 4, 2014. The first installment of the macro-financial assistance was transferred to the state of Ukraine on May 20th. The outstanding amount of the loan is expected to be granted during the course of this year.

    Vasil Kisil & Partners advised the European Commission on Ukrainian law and international law matters related to the transaction. A statement released by the firm asserted that the firm’s lawyers, “were actively involved in drafting of the transaction documents, controlled fulfillment of conditions precedent to completion of the transaction and issued a legal opinion in favor of the lender.”

    “We are proud to be part of the initiative of providing Macro-Financial Assistance aimed to help Ukraine successfully meet its major economic challenges and stabilize its economy. We appreciate a significant support already provided to Ukraine and full commitment of the European Union to help our country in the future”, commented Yulia Kyrpa, Partner and Head of Banking & Finance at Vasil Kisil & Partners.

    The VKP team was led by Kyrpa and Partner Denis Lysenko and included Banking and Finance Practice Group Associates Denys Kulgavyi and Olena Nikolenko.

     

  • New Partner at Alrud

    Alrud has promoted Of Counsel Anton Dzhuplin to Partner. Dzhuplin joined Alrud in May 2007, and progressed from Associate, to Senior Associate and then Of Counsel.

    He specializes in both Corporate and Banking/Finance work, as well as in restructuring and insolvency projects and different types of commercial deals. Anton Dzhuplin is responsible for Alrud business development in lifescience/pharma, IT, telecom and agribusiness spheres. 

    According to Alrud, Dzhuplin’s clients include “the AKVION Group (a recognized Russian producer of pharmaceutical and health care products), Kernel Holdings S.A. (one of the largest sunflower oils producers in Eastern Europe), Mironivsky Hliboproduct (one of the leading agro-industrial companies in Ukraine), Trafigura B.V., Skype, Eurasian Development Bank, and OTP Bank.” 

    Dzhuplin said of the step up to partnership that, “promotion to Partner opens up new horizons for professional growth as well as for contribution into the firm’s development and market recognition.”

     

  • Glimstedt Advises on SweDeltaco Expansion

    Glimstedt’s Lithuania office has advised SweDeltaco on its  May 6, 2014 agreement to acquire 100 % of the shares in UAB AG Trade, a leading Lithuanian distributor of white goods and consumer electronics, from UAB Topo Grupe.

    As a part of the agreement with UAB Topo Grupe, commercial agreements were signed with UAB TC Prekyba, a subsidiary to Topo Grupe and the leading consumer electronics chain in Lithuania, with 33 stores and a long history as customer to AG Trade. These agreements include far-reaching mutual commitments and incentives for the parties to establish and expand the product portfolio of SweDeltaco in the Baltics. In 2013 AG Trade had a turnover of LTL 39.3 million LTL (approximately EUR 11.4 milion) and showed a profit before depreciation (EBITDA) of 1.8 MLTL (approximately EUR 530,000).

    The acquisition closed on May 14, 2014.

     

  • Baker & McKenzie Advises Marubeni on Turkey Acquisition

    Baker & McKenzie’s Tokyo and Istanbul offices have advised Japan-based Marubeni Corporation on the acquisition of a 49% stake in Temsa Is Makinalari Imalat Pazarlama ve Satis, a Turkish distributor of Komatsu construction equipment, from TEMSA GLOBAL Sanayi ve Ticaret.

    The deal was signed on March 5, 2014 and closed on April 28, 2014.

    The multi-jurisdictional Baker & McKenzie team was led by Istanbul-based M&A Partners Ismail Esin and Asli Yigit and Of Counsel Mina Arai-Ito, supported by Associates Sitki Can Tulay, Beelian Tay, Seiji Tomimoto, and Masahiro Inaba.

    “This acquisition marks an important step in the partnership between Marubeni and Temsa Is Makinalari. With the contribution of Marubeni, Temsa Is Makinalari will strengthen its leading position in Turkey,” Partner Asli Yigit commented.

    “Turkey is becoming an increasingly important and popular investment destination for Japanese investors, mainly for its strong domestic market and its position as a hub for the wider region. Marubeni’s acquisition is a symbolic deal which will further strengthen ties between Turkey and Japan,” Mina Arai-Ito — the firm’s Middle East and Africa Focus Group head — added.

    Founded in 1858, Marubeni Corporation is one of the largest trading companies in Japan, with a presence in 65 countries. Marubeni currently operates the business of distributing Komatsu construction equipment in the UK, Philippines, Vietnam, Russia and Mexico. Temsa Is Makinalari is a subsidiary of the Sabanci Group, one of Turkey’s leading industrial and financial conglomerates. 

     

  • Mondi signs agreement for the acquisition of Intercell’s bags plant in Serbia

    Harrisons has advised Mondi Industrian Bags — a leading international producer of industrial paper bags — on a May 20, 2014 agreement to acquire Intercell’s industrial bags plant located in Sabac, Serbia.

    Intercell currently operates a modern state-of-the art plant, with around 50 employees, which will become a regional production and service hub of Mondi’s industrial bags business in the Balkans. The acquisition is expected to strengthen Mondi’s level of quality and customer service in the region long term.

    Listed in the JSE Limited and London Stock Exchange, Mondi sells about 4 billion bags per year to major industries including cement and building materials, chemicals, food, feed and seed. It employs around 24,000 people in production facilities across 30 countries. In 2013, Mondi had revenues of EUR 6.5 billion. The Group’s key operations are located in Central Europe, Russia, the Americas, and South Africa. 

    Hauser and Partners (Austria) also advised Mondi on the transaction.

     

  • JPM Jankovic Popovic Mitic Provides “Real Encounter” for High School Students

    JPM Jankovic Popovic Mitic, Centar Inventiva, in collaboration with the Professional Orientation in Serbia project of the German Organization for International Cooperation and the Belgrade Youth Office, organized what the firm described as “a real encounter” for high school students on May 13th, 2014.

    According to JPM, “such real encounters are an innovation in our educational system and are focused on direct encounters with the world of business in order to obtain a realistic picture of the desired occupation; they provide young people with an exclusive opportunity to learn about the real circumstances of the profession they might choose for their future.” 

    JPM also explained that the event, which it hosted, provided the visiting high school students “the opportunity to obtain a realistic picture of the legal profession, to learn first hand what it means to be a lawyer, and to collect useful information that will help them to make the right choice.”