The Lithuanian and Latvian offices of Sorainen have advised Novaturas on its acquisition of shares in Novaturas, the company’s Latvian subsidiary, from the minority shareholders.
Novaturas is the largest tour operator in the Baltics providing full scale travel services, with yearly turnover exceeding EUR 40 million. Novaturas was advised by Partner Algirdas Peksys, Senior Associate Zane Paeglite, and Associate Evaldas Dudonis.
Liniya Prava announced that it participated in “Career Day” job fairs at three separate Russian universities in April.
The Russian law firm attended events at the Lomonosov Moscow State University, the Moscow State University of Law, and the Higher School of Economics.
Liniya Prava HR Director Julia Malakhovskaya explained to students how the firm assists in a young lawyers’ professional development and acquisition of useful and practical experience. At these events Liniya Prava described its “work placement programs,” which allows students to work on projects involving what the firm described as “the largest Russian and international companies in the sphere of capital markets, corporate law, project finance, public-private partnership, dispute resolution and tax law.”
Schoenherr has announced its role in the America Movil – OIAG Shareholders’ Agreement for Telekom Austria that was announced by CEE Legal Matters on April 24.
The Austrian firm advised America Movil (AMX) and its wholly-owned subsidiary Carso Telecom in connection with the negotiation and conclusion of the shareholders’ agreement with the Austrian state holding company OIAG, regarding their respective participation in Telekom Austria. As explained in the earlier article, as a result of an agreement signed on April 23, the parties will pool their Telekom Austria shareholdings. Upon Closing Carso Telecom/AMX will have control of Telekom Austria. OIAG’s position as a core shareholder will be protected by veto rights. As part of the transaction, OIAG and AMX have agreed subject to closing of a Public Offer and approval by shareholders to vote in favor of and support a capital increase in Telekom Austria up to EUR 1 billion.
As a result of the shareholders’ agreement, AMX, through Carso Telecom, will launch a public takeover offer pursuant to the Austrian Takeover Act for all outstanding Telekom Austria shares not held by AMX, Carso Telecom, OIAG or Telekom Austria. This Public Offer was pre-announced on 23 April 2014 at EUR 7.15/share. The shareholders’ agreement and the Public Offer are subject to various regulatory approvals.
Schoenherr advised AMX and Cargo Telecom on all aspects of the transaction, including corporate, takeover, and merger control laws, and other regulatory aspects. The team was led by Partner Christian Herbst, and included Partners Florian Kusznier and Volker Weiss, as well as Associates Maximilian Lang, Sascha Schulz, and Evelin Hlina.
Varul has advised Pigu, the largest e-commerce company in the Baltics, on the acquisition of remaining shares of DLB e-shop (which operates in Estonia and Finland).
The acquisition of a majority of shares in DLB Trading was completed in early 2013, and the remaining shares were acquired in March, 2014. According to Dainius Liulys, the executive director of the Pigu Group, the Group decided to expand to Estonia and Finland because its sales rose by 76% in Lithuania and Latvia last year, reaching more than EUR 25 million. “We started merger negotiations with existing e-stores and selected DLB, because we see it as holding the potential for rapid growth,” Liulys said. “We will seek to improve DLB’s market position in Finland and Estonia, using our experience.”
The Pigu Group operates an e-store in Lithuania at www.pigu.lt and in Latvia at www.220.lv. DLB Trading operates an e-store in Estonia at www.dlb.ee and in Finland at www.dlb.fi.
Norton Rose Fulbright has announced its intention to close its Prague office on May 1, 2014.
This marks the second time the firm has closed in Prague, as it also withdrew from the Czech capital in September, 1996, before re-opening 10 years later. Corporate Partner Milana Chamberlain will return to the firm’s main office in London, while Czech Partner Pavel Kvicala and his team have agreed to join Havel, Holasek & Partners — making the largest firm in the Czech Republic even larger. In a statement on the Havel, Holasek website Founding Partner Jaroslav Havel explained the move: “The reasons for our expansion are mainly connected with the long-term plans of Havel, Holasek & Partners to extend its team of lawyers and client base in the Czech and Slovak Republics in key areas.” He added: “Joining forces with prominent Partner Pavel Kvícala and his experienced team will give us an opportunity to provide expert legal services to a number of global and local clients.”
Havel, Holasek & Partners claims to have more than 165 lawyers in its Prague, Brno, Ostrava, and Bratislava offices.
Believing that how one presents oneself to the world and making a good impression are key ingredients of success, CEE Legal Matters introduced the TopSite Award to encourage and reward those firms whose websites stand out in various ways. Websites are only one component of a firm’s reputation or brand, of course, but it is one that has grown increasingly important in recent years.
The web is a platform on which a firm can show its people, its history, its specialties, and the ways it is unique. Our awards focus not on what a firm’s website says as much as how it says it. Is the language of the English version of the site professional and polished? Does the site identify the firm’s legal staff, from partners through associates? Does it provide easy contact information for the firm itself and for its lawyers? Does it demonstrate leadership by sharing articles on practice areas and the important issues of the times? And, finally, to what degree does it stand out for ease of use, quality of content, level of detail, and a subjective Je ne sais quoi factor of creativity, originality, and communicated substance?
Faithful readers will remember that we select two Central and East European markets for each issue. This time around, we shine our CEELM TopSite spotlight on Romania and Serbia, and after studying many websites the editors found two outstanding sites in each of those markets that seemed to stand out, showing distinctive qualities that earned them spots as finalists for our award.
Our two finalists from Romania were Nestor Nestor Diculescu Kingston Petersen (www.nndkp.ro) and Tuca Zbarcea & Asociatii (www.tuca.ro). Both sites manifested unique graphic design elements that were attention-getting while focusing that attention on the content they offered. Both employed scrolling text to convey a dynamic sense of their practice and successes. Tuca Zbarcea ‘s red-themed home-page graphic conveys a sense of movement and energy. NNDKP’s green home page offers an artist’s paintbrush as an explicit metaphor linking accomplishments and style. NNDKP also invested in a humorous and compelling six-and-a-half minute cartoon video telling the history of the firm “in a nut shell.”
We awarded this issue’s TopSite honor among Romanian websites, ultimately, to NNDKP for the depth and richness of detail shown throughout the site. Balancing the light touch of the front-page video, every link offers an abundance of professional detail, effectively conveying breadth and substance.
NNDKP’s Director of Marketing and Business Development, Irina Melecciu, said a basic redesign of the site in 2008 was “a result of our brand audit and part of our brand identity fine tuning. We aimed at creating an online tool with relevant, complete and updated information that could express our values in a user-friendly way and clearly communicate the client benefits. We also believed it was essential to provide details about our teams of lawyers, integrated legal and tax services, practice and industry area expertise, while also offering useful legal updates, articles, and career insights with an online application and information about our international affiliations.” She said the firm felt “great joy in acknowledging the ‘TopSite Award’ from CEE Legal Matters, especially that it came from specialists highly experienced in providing top-notch, relevant editorial content to their readers in the region.” (Thanks, Irina!)
Finalist Tuca Zbarcea’s site carries its quiet design principles from page to page as it presents its news, specialties, staff, and other links. Alina Pintica, the firm’s Chief Marketing and Communications Officer, said the site’s intention was to consolidate its branding strategy and to reinforce its core values of “professionalism, openness, performance, accessibility, friendliness. It was designed to provide interesting and well structured information in a user-friendly and interactive manner. While we knew that aesthetics came second, we were well aware of the fact that it had a major role in conveying the values that needed to be enforced by the web tool. We also aimed at implementing a visual interface that would, first of all, provide intuitive access to all information and instruments available on the website.”
CEELM’s two finalists from Serbia were Jankovic Popovic Mitic (www.jpm.rs) and Prica & Partners (www.pricapartners.com). The Prica & Partners site employs an eye-catching graphic to anchor a home page that stresses its theme of combining tradition with the future. The Jankovic Popovic Mitic site employs muted colors and consistent and artistic use of black-and-white photographs to call attention to its firm, areas of practice, and staff.
In our judgment Jankovic Popovic Mitic edged into first place for Serbia, demonstrating that speaking quietly – in this case, employing a cool and understated graphic theme – can be an effective communications device. Nemanja Stepanovic, the firm’s Managing Director, stressed that because the web site is the first point of contact for most of its existing and prospective clients, it “has to reflect our goals and business concept and the way we would like to be perceived by our clients. Therefore, we created a neutral site with a clean and modern feel, fully capable of providing all the information within a logical layout.” The design principle was modularity, she said, allowing ease of addition and modification, speedy loading, and optimized content across browsers and devices.
The Serbian-finalist site of Prica & Partners emphasizes its theme of tradition and the future by tracing the roots of the firm back to 1900, across generations of lawyers and forms of government. The graphic principle established on the home page – animation within various color banners – is used to convey a modern, future orientation in all sections of the site.
CHSH has advised Osterreichische Industrieholding (OIAG) in connection with the negotiation and completion of a shareholders’ agreement with the Mexican “America Movil” (AMX) telecommunications company relating to shares the two hold in Telekom Austria. OIAG currently holds 28.4% of the shares in Telekom Austria, with America Movil holding another 26.8%.
The signing of the shareholders’ agreement triggers a mandatory takeover offer that has to be made by America Movil. The shareholders’ agreement enters into force upon completion of all regulatory approvals. The agreement also provides for a capital increase in Telekom Austria in the amount of up to EUR 1 billion and a joint growth strategy in Eastern Europe.
The influence of OIAG as the Austrian core shareholder is safeguarded by veto rights. An extensive “Austrian Package” has been agreed in favour of Telekom Austria. According to AMX, this Shareholders’ Agreement and the Public Offer are subject to certain regulatory approvals. Once such conditions are satisfied, the Shareholders’ Telekom Austria currently operates in Austria, Belarus, Bulgaria, Croatia, Serbia, Macedonia, Liechtenstein and Slovenia. As of December 31, 2013, it had approximately 2.6 million fixed line subscribers, 20.1 million wireless subscribers and revenues of €4,184 million.
As of December 31, 2013, AMX had more than 339 million accesses. It ranks as the number one company in Latin America in all business lines (wireless, fixed lines, broadband accesses and pay TV subscribers), and operates the largest prepaid mobile virtual network operator in the United States.
The agreement will become effective and AMX will obtain operational responsibilities in Telekom Austria.
AMX CEO Daniel Hajj said: “We are very happy to partner with OIAG, a key shareholder of Telekom Austria that has developed an extraordinary company with extraordinary people. The negotiations with OIAG, although intense, were constructive and professional. The main goal for both parties was the further development and future of Telekom Austria. This agreement provides the basis for future growth, continued innovation, and solid investment in Telekom Austria. It will strengthen the capital structure of Telekom Austria; maintain a state of the art infrastructure in a very dynamic and competitive sector, and support job development and creation. In this way, Telekom Austria will continue to contribute with services that are strategic for the economic and social development of the country. It will also contribute to better position Telekom Austria as a more relevant player in the European telecommunication markets and to be in a position to benefit from growth opportunities in the region.”
CHSH Partner Edith Hlawati said of the deal that, “it was a great pleasure to represent OIAG on this transaction and to negotiate the terms of the shareholders’ agreement that also safeguards Telekom Austria’s interests. We have had a long term relationship with both OIAG and Telekom Austria. The mandate was challenging for the negotiation teams due to the tight time frame for the finalisation of the agreements. As the negotiations took place in Mexico City and Vienna, the legal teams had to work nightshifts and over the Easter holidays. We are all the more happy about the successful completion!“
Hlawati was assisted by CHSH attorneys Christian Aichinger and Elisabeth Gruberm, as well as Partner Bernhard Kofler-Senoner and his merger-control and regulatory team.
EPAM announced today that Anna Numerova, Counsel of the firm’s Competition Practice, has been elected Chairman of the “Non-Commercial Partnership ‘Competition Support’”. In addition, EPAM Partner Natalia Korosteleva was also elected to the 5-person governance board.
According to EPAM, “Competition Support”, which was created in May 2007, “is a platform uniting representatives of major international and Russian law firms and the business real sector to form a consolidated position of the business community and the government on regulatory issues in the development of competition. The purpose of the Partnership is the interaction of the FAS Russia and the legal community on the issues of effective competition law enforcement practice and participation in legislation drafting on competition.”
Numerova, who becomes the second Chairman of “Competition Support” in the organization’s history, is enthusiastic about its mission. “Throughout its existence, the Partnership has gained a reputation as an effective platform for cooperation between business and antitrust authorities, facilitating an efficient development in the sphere of competition in Russia, which is the main goal of the Partnership.”
The Russian Nektorov, Saveliev & Partners law firm has advised the Russian MIR management company — a subsidiary of the Agency for Strategic Initiatives — on an investment agreement it entered into with Koltech.
The parties are planning to develop specialized high-tech composite materials. Koltech-KAMA is based in the Russian city of Nizhnekamsk, in the Republic of Tatarstan. It plans to increase its existing production capacity, as well as to create new production facilities, in connection with the new investment. As part of the joint project, Koltech’s production of composite products and materials used for installation of high-quality asphalt, liquid and sprayed sports surfaces will be substantially increased.
MIR’s investment is financed via a closed-end mutual fund for long-term direct investments called “Modernization Innovation Development.” In addition to the financing, MIR will also provide expert and organizational support for the joint venture, which will also benefit from the resources of the Agency for Strategic Initiatives, MIR’s corporate parent.
MIR is a licensed management company, which manages assets of mutual funds and specializes in financing of Russian small-cap and mid-cap innovative and high-tech industrial projects, especially in the machinery, ecology, biotechnology, composite materials and energy efficiency sectors. The Agency for Strategic Initiatives bought shares of MIR from the MSP Bank in July, 2013. Currently MIR is planning to invest up to RUB 1.5 billion in small-cap and mid-cap industrial projects via debt obligations as well as direct investments.
The Koltech Group is an international group of companies that produce and ship special products, materials, composite materials and modificators, and develop technologies and provide engineering services to the oil and gas, oil refining, chemical, energy, construction and other industries in Russia and the CIS countries.
Roman Velichinski, the general director of MIR, commented as follows: “MIR’s main objective is creation and development, on the basis of the ASI Financial Institute, which will allow us to provide real help to interesting, promising, and innovative projects. This project with Koltech is a good example. We believe that Koltech-KAMA’s management, with the help of the financial and strategic support from MIR, will be able to meet the set milestones as well as all the ultimate objectives.”
NSP Partner Alexander Nektorov and Associates Anastasia Savelieva, Ekaterina Znamenskaya, and Nadezhda Minina worked on the deal.
Dentons announced that it has advised Gortz Beteiligungsgesellschaft in the company’s obtaining of investment from AFINUM Management.
The Hamburg-based Gortz Group is a highly successful retailer of “premium and quality” footwear, with approximately 3200 employees and 170 branches in Germany and Austria. The Munich-based AFINUM acquired a minority share of 40 percent for an undisclosed amount — which Gortz will use as capital to fund expansion. Dentons announced that the deal should conclude by the end of May, assuming it meets with approval of the German competition authorities.
In a statement released by Dentons, the firm explained that Gortz Beteiligungsgesellschaft is a trust vehicle established by Dentons Partner Andreas Ziegenhagen to facilitate the search for partners for Gortz on a fiduciary basis. Since summer 2013 Gortz Beteiligungsgesellschaft has held a majority share in Gortz. With the successful conclusion of this transaction the fiduciary arrangement with Ziegenhagen will cease. His restructuring and transaction team, with Counsel Detlef Spranger playing a leading role, advised Gortz Beteiligungsgesellschaft before and during the trusteeship and in the course of the entire transaction process. In addition to Ziegenhagen and Spranger, Dentons Partner Daniel Marschollek, Counsel Constantin Rehaag, and Associates Judith Specht and Jakob Pickartz played a role.