Category: Estonia

  • Buzz in Estonia: Interview with Kaupo Lepasepp of Sorainen

    “Overall, Estonia is doing great as a democracy, with a solid rule of law and dedication to the EU and international cooperation,” says Kaupo Lepasepp, Partner at Sorainen in Tallin. “To be fair, we have seen a slight turn towards conservatism, even though not a harsh one. One of the members of the ruling coalition is close to right-wing politics, so he is dictating a right-wing tone to the coalition as a whole.”

    Still, Lepasepp is satisfied with the democratic situation in Estonia, which he attributes to the fact that “we were previously in a totalitarian situation, and we sure don’t want it back.” He explains that, “during the 1980s the country was an economic wasteland. Traveling to Hungary felt almost like going to Disneyland for me. This is what totalitarianism does to you.” He sighs at some of the changes in nearby countries. “I am sad to see that Poland and Hungary are getting close to it. Even if one doesn’t care about the rule of law, at least look at the state of the economy. We are committed to the EU, as people overall understand its importance. We are a small country, and we shouldn’t try to make ourselves even smaller.”

    “Recent legislation in Estonia is quite boring; it’s business as usual, “says Lepasepp. Most of it, he says, has been concentrated in recent months on the response to COVID-19, which was similar to other countries. He believes that the Government’s economic support was “good and rational because they tried hard not to throw money away, but still gave enough to companies so they wouldn’t have to lay people off.”

    “Businesses are doing okay, mostly because measures weren’t that strict,” he says. “At the end of the day, we went through the crisis pretty well and ended up with a relatively small number of cases. It’s interesting to note that at the very beginning, it looked as though we were going to suffer much more. We have an early holiday, and people were going to Austria and Italy in large numbers.”

    Still, he adds, “the situation is not as good as it was at the beginning of the year. The crisis is going to have the biggest impacts on medium-sized companies, as they have neither the small costs as small ones do nor the market position of big players. People expected a ‘zombie-apocalypse’ kind of a scenario as a result of COVID-19, but that didn’t happen.” According to him, “if and when the second wave hits, I expect it to be more relaxed than this one because people are prepared, they have some cash reserves ready, and hence bigger leverage over the pandemic.”

    Lepasepp is afraid the economic situation in German, Finland, and France may be problematic for Estonia, as “we are a dependent economy, and we are all in this together. We need a more organized global response in order to prevent a spillover effect.” He adds that the most active fields are now “start-ups, which are raising money at an accelerated pace, but also older industries, such as energy, food, and manufacturing.

    In the meantime, Lepasepp says, the legal market is surviving the crisis. He reports that firms had to close offices, but managed to implement effective home working programs.“April and May are usually busy in law firms,” he says, “but the situation helped us buy ourselves time to implement digital and online working schemes, and carry on working as usual.”

    “I hope for a calmer summer, and if it all goes well, dark times will be over soon,” Lepasepp says. “If you are in deep trouble, it’s always important to acknowledge it and make it better any way that you can.” He concludes that he is cautiously optimistic and that he doesn’t believe that “COVID-19 is the biggest problem we are facing, it is only making tensions more heated. If we look around the world, tensions are growing larger and larger, perhaps that’s due to the lack of debate and discussion.” Nonetheless, he concedes, ”this is scary. The fact that people are becoming more divided is also bad for the economy of each country because it ruins trust. People are different and in order to work together, they need trust and tolerance. I was born in an empire that was built on this kind of rhetoric, and honestly, I would not recommend it to anyone.”

  • New Managing Partner and Head of Banking & Finance at TGS Baltic in Estonia

    Sander Karson has become the Managing Partner of TGS Baltic in Estonia and former Fort Legal Partner Kirsti Pent has joined the firm as Head of Banking & Finance.

    Karson replaces Martin Tamme as Managing Partner, as Tamme, after six years in that role, has stepped down to focus on developing the firm’s Real Estate & Construction practice.

    “Being appointed as new Managing Partner is a great honor and challenge at the same time,” said Karson. “As a true full-service law firm, with strong market position, the firm will remain as a strategic partner for its present and future client able to solve most complex legal issues and manage challenging projects in all areas in the legal environment which is becoming more and more complex.”

    Karson, who joined TGS Baltic legacy firm Varul in 2013, has been Co-Head of M&A with Partner Kadri Kallas. According to a TGS Baltic press release, “in recent years, Sander has [led] the largest M&A and financing transactions that TGS Baltics Estonia has been involved in, and he has advised both local and foreign investors on complex cross-border operations.:

    TGS Baltic reports that Kirsti Pent “has 13 years of experience specializing in advising various financial institutions on regulatory matters, capital raising, and other financing transactions.” According to the firm, “Kirsti is recognized as a leading expert in her field and renowned for her efficiency and ability to offer innovative solutions.” 

    “I am excited to expand my practice even further using the synergies created by other teams at TGS Baltic,” said Pent, who brings Senior Associate Olger Kaelep with her from Fort Legal. 

    “Having Kirsti and Olger as leading experts in their field joining us, our finance team is stronger than ever,” said Karson.

  • Cobalt Advises Project A on Investment in Contract Negotiating Start-Up Pactum

    Cobalt has advised Berlin-based early-stage investor Project A on its investment in Estonian start-up Pactum, an AI-based platform that enables global companies to automate personalized commercial negotiations on a massive scale.

    The USD 3 million seed financing round that was led by Project A included investments by DocuSign and other previous Pactum investors.

    According to Cobalt, “Pactum was founded in 2019 to help companies uncover hidden value in supplier contracts. Many Fortune Global 2000 companies have thousands of vendors with contracts that have been neglected for long periods of time because the value of the contracts are too small and too numerous to warrant proper procurement specialists’ time. Pactum autonomously negotiates these supplier contracts, which releases significant capital to the bottom line while also improving terms for vendors. Walmart is one of the first customers Pactum is able to disclose.”

    “We are convinced that AI-based systems will shape the future of commercial negotiations,” said Uwe Horstmann, General Partner of Project A. “Pactum is well on its way to play an essential role in this future.”

    Cobalt’s team consisted of Partner Peeter Kutman and Senior Associate Madis Reppo.

    Cobalt did not reply to our inquiry on the matter.

  • Cobalt and Fort Advise on East Capital Real Estate’s Acquisition of Tallinn Office Building

    Cobalt’s Tallinn office has advised Laurus — a joint venture of the clients of Partners Group and Northern Horizon Capital — on the sale of the building housing SEB`s head office in Tallinn to East Capital Real Estate IV. Fort Legal advised the buyer on the transaction, which was valued at EUR 45.75 million.

    The transaction was financed by Swedbank.

    Cobalt describes the 24-storey building, with a total leasable area of approximately 16,000 square meters that is located in Tallinn’s central business district, as “one of the most iconic buildings in Tallinn.” The entire building is leased to SEB, which has been its tenant since the building was first commissioned in 1999.

    East Capital Real Estate IV was launched at the end of 2019 and is East Capital’s fourth real estate fund focusing on properties in the Baltics and Central Europe. The fund, which targets investments in high-quality, commercial properties primarily within the office and logistics segments, plans to invest EUR 400-500 million.

    “Through the transaction, East Capital Real Estate IV acquires a well-known landmark in the center of Tallinn with one of the strongest companies in the market as a tenant,” asserted Madis Raidma, CEO at East Capital Real Estate. “Our goal is to offer investors access to high-quality properties in the best locations around the Baltic Sea and eastern Central Europe. Rents in Tallinn have not had the upturn we have seen in recent years in the rest of Europe, and yield levels are therefore not only high but also sustainable. SEB’s head office is a strong addition to our portfolio in a region characterized by growth and stable demand for properties in central locations. We have a strong pipeline and aim to complete more acquisitions within East Capital Real Estate IV soon.”

    Cobalt’s team consisted of Partner Aivar Taro and Assistant Lawyer Mari Teder.

    Fort’s team consisted of Partners of Partners Minni-Triin Park and Rene Frolov, Attorneys Margus Koiva and Karl Kahm, and Lawyers Gerda Raag and Helery Maidlas.

  • Cobalt and Hedman Partners Advise on Change Ventures Investment in Planet42

    Cobalt has advised Change Ventures on a seed investment into Planet42. Hedman Partners reportedly advised Planet42.

    Change Ventures is an early-stage investment fund based in the Baltics. Planet42 operates a car rental and hire-purchase platform in South Africa focused on unbanked clientele. According to Cobalt, “Change Ventures took the role of the lead investor of the round and was joined by co-investors such as Martin Villig (Bolt), Ragnar Sass (Pipedrive), Marko Virkebau (MeetFrank), and Kristjan Vilosius (Katana MRP). The total amount of the round was around EUR 2.2 million.”

    Cobalt’s team included Partner Kristel Raidla-Talur and Senior Associates Sven Bottcher and Greete-Krisiine Kuru.

  • Deal 5: Tallinna Linnatranspordi Chairman of the Board Deniss Borodits on Purchase of Compressed Gas for Buses

    On May 7, 2020, CEE Legal Matters reported that Sorainen had represented Tallinna Linnatranspordi Aktsiaselts, a company fully owned by the City of Tallinn, in its purchase of compressed gas for natural gas-powered buses. We spoke with Deniss Borodits, Chairman of the Board at Tallinna Linnatranspordi, to learn more about the deal.

    CEELM: To give our readers a bit of background, please tell us a few words about Tallinna Linnatranspordi Aktsiaselts.

    Deniss: Tallinna Linnatranspordi Aktsiaselts (TLT) is a public transportation company owned 100% by the city of Tallinn. Our mission is to provide public transportation service that is: accessible, reliable and safe for all customers, environmentally friendly.

    After the merger of the Tallinn Bus Company and the Tallinn Tram and Trolleybus Company in July 2012, the public transportation company started its operations under the new name. The main activity of Tallinna Linnatranspordi Aktsiaselts is providing bus, tram, and trolleybus services.

    TLT serves 75 urban bus routes, used roughly 101 million times each year. There are four tram lines in Tallinn with around 30 million passengers per year, and four trolleybus lines with close to 11 million passengers per year.

    At rush hour, there are 500 public transportation vehicles belonging to Tallinna Linnatranspordi AS on the roads of Tallinn, including 423 buses, 45 trams, and 32 trolleybuses. The total length of public transportation lines serviced by Tallinna Linnatranspordi AS: buses total 608 kilometers of coverage, trams total 33 kilometers, and trolleybuses total 59 kilometers.

    Tallinn’s city routes belong to common ticket system, and since January 2013, all public transport has been free of charge for people registered as living in Tallinn.

    CEELM: According to Sorainen, “the procurement also included building and operating two compressed gas stations.” Why did you choose to have these included in the same procurement process as opposed to being tendered up separately from the busses themselves?

    Deniss: According to the investment strategy, all the company’s old diesel buses are to be replaced by city buses that run on natural gas. In the coming years, TLT plans to upgrade its fleet properly. The big goal is that by the year 2025 not a single drop of diesel fuel will be used in public transport in Tallinn. For this, TLT has already signed a contract where the city-owned company will procure 350 gas buses over the next five years, the first 100 of which will reach Tallinn this year. The new buses will help the city save EUR 1.5 million a year on fuel and maintenance.

    Tallinna Linnatranspordi AS has ordered 60 Solaris Urbino 12 buses and 40 Solaris Urbino 18 articulated buses. The 12 meter long version will have capacity for 80 passengers, including 31 seated, while the 18 meter vehicles will have capacity for 150 passengers, including 41 seated.

    Due to the implementation of the current order, Estonia will become the 14th European country to which Solaris will deliver its compressed natural gas buses. Nearly 1,200 low-emission Urbino using CNG fuel outside the domestic market of the manufacturer went to, among others, Germany, Norway, Sweden, the Czech Republic, Italy, the Netherlands, Spain, and France.

    The low-floor buses will all be fitted with a Cummins ISLG6C320 239 kW engine and five roof-mounted gas storage cylinders with a capacity of 315 litres each. In addition to a cold start function that enables the engine to start at low temperatures, the vehicles will be equipped with air-conditioning, USB sockets, a passenger information system, and five internal and two external CCTV cameras.

    Biogas buses are already widely used all over Europe. In order to replicate this solution, however, some aspects must be considered: In order to achieve efficiency and savings, the gas fueling station needs to be in proximity – it is not reasonable for a bus driver to get additional fuel from the other side of the city. We decided to build two gas stations on the territory of our enterprise. The contract for the construction of gas stations was signed on April 30 with Bioforce Infra OU, CNG Fuels LTD, and ICP Solutions OU, which submitted a joint application for the tender. The contract worth about 80 million euros was concluded for a ten-year term.

    In two terminals it will be possible to refuel up to 400 gas buses per day. They will have a standard connection to natural gas, and gas compression (compression) will be carried out on site

    CEELM: Sorainen also announced that it represented TLT in three disputes arising from the procurement process. What were the main claims and why were they dismissed?

    Deniss: The public procurement process for the supply of compressed gas and the construction of gas filling stations was announced in June last year and its winner was announced in October, but Eesti Gaas’s subsidiary, Bussitanklad OU, disputed the results of the process. To date, all Estonian courts have declared TLT’s procurement process lawful and confirmed to Eesti Gaas’ subsidiary Bussitanklad OU and to the public that the innovations made in recent years in TLT’s management and procurement systems are fair competition and correct. After proceedings at the complaints board, two court instances and Public Procurement Dispute Committee, it was decided that the contracting authority had done everything correctly from the beginning. These proceedings have only delayed the purchase of economical and environmentally friendly buses for the people of Tallinn for six months. Fortunately, today everything is behind us and as a result of the procurement contract, TLT, in cooperation with the joint bidders Bioforce Infra OU, CNG Fuels LTD, and ICP Solutions OU, will build biomethane-based gas filling stations at the Kadaka tee and Peterburi tee bus terminals, where new compressed gas buses will be supplied with environmentally friendly fuel over the next ten years.

    CEELM: According to Sorainen, its “legal and tax experts prepared and conducted the public procurement proceedings.” How long did the whole process take and what did you find to be the most complex aspect of it all?

    Deniss: The preparation of the project leading up to the conclusion of the contract took more than one and a half years. As a result, two compressed gas refueling units will be built on the territory of our enterprise, which will serve the compressed gas buses procured by TLT, which will arrive in Tallinn this summer. A project of this scale has not been implemented in the Baltics states before. The procurement directly contributes to the improvement of the environment of the city of Tallinn.

    The focus of the company’s renewed strategy is the development of environmentally friendly public transport, which contributes to a cleaner urban environment and a gradual increase in passenger numbers. With a long-term perspective, the company has started the first pilot projects to increase the competence to use electric buses to keep up with technological developments and to be ready to use electric buses to service the lines. The goal is that by 2035 at the latest all Tallinn public transport vehicles are powered by electricity.

    Environmental issues have become particularly relevant in the context of global warming. TLT AS has based its development strategy on offering an environmentally friendly, yet convenient and safe public transport service. The largest bus procurement of all time in Estonia is a strong expression of this strategy. After the arrival of the first 100 new buses, the average age of the fleet will improve by four years and the impact on the urban environment will be similar to the removal of approximately 1,000 cars from the streets of Tallinn.

    CEELM: Why did you opt to have Sorainen run both the public procurement process and manage the related disputes?

    Deniss: Sorainen’s team prepared — with TLT’s collaboration — procurement base documents and helped conduct the public procurement procedure, thus this continuation was logical. We acquired a cooperation partner who can prepare procurement documents and represent clients in litigation.

  • Cobalt Advises AS Baltika on Successful Reorganization Proceedings

    Cobalt has advised AS Baltika on the reorganization proceedings that were approved by the court.

    According to Baltika’s CEO Flavio Perini, “[we] now have the support of banks, investors, creditors, and the court to quickly implement their turnaround plan and Baltika is and will also remain in the future part of the Estonian economy, and [we] will gather all [our] strength to make this company profitable again.”

    The Baltika Group is a Baltics-based clothing company that owns 79 stores in Estonia and neighboring countries and employs 495 people.

    Cobalt’s team included Managing Partner Jaanus Mody and Senior Associate Annika Jaanson.

    Editor’s Note: On August 31, 2020, Cobalt announced that AS Baltika’s reorganization plan had entered into force on August 26, 2020. According to Cobalt, “the entry into force of Baltika’s reorganization plan means that approximately 500 jobs have been saved in the Baltics (the vast majority of them in Estonia). About 150 partners can continue cooperating with Baltika. A company that has made a great social contribution and has a remarkable heritage lives on.”

  • Cobalt, Ellex Raidla, and Sorainen Advise on Sale of Fortumo to Boku

    Cobalt advised Fortumo and Ellex Raidla advised the company’s founders and shareholders Mobi Solutions, Rain Rannu and Veljo Otsason on the sale of Fortumo to global mobile payments platform Boku. Sorainen advised Boku on the deal, which was valued at approximately USD 45 million.

    According to Cobalt, “Fortumo, founded in 2007 in Tartu, Estonia, provides mobile payment solutions to digital merchants including Google, Amazon, Spotify, Epic Games and Tencent. Boku, founded in 2003 in the UK, is a mobile payment company with the headquarters in San Francisco. Since 2017, the company has been listed on the London Stock Exchange. The company’s client base includes Apple, Microsoft, Google, Facebook, Sony, Netflix, and Spotify.”

    Ellex Raidla described the transaction as “constituting a rare bright flash in the Estonian mergers and takeovers sky this year,” and reports that “one of the founders and CEO of Fortumo Martin Koppel said that the company will continue as an independent unit in the Boku group. This means that the company’s trademark, activities and management will remain the same, with only its supervisory board to see changes.” 

    Cobalt’s team consisted of Partner Peeter Kutman, Specialist Counsels Ott Aava and Jesse Kivisaari, Senior Associate Tonu Kolts, Associate Liina Saaremets, and Assistant Lawyer Kerli Paasoja.

    Ellex Raidla’s team was led by Counsel Antti Perli.

    Sorainen’s team was led by Partner Toomas Prangli and Senior Associate Piret Lappert, and included Senior Associates Kaido Kunnapas, Kasper Endrikson, and Monika Tomberg, Associates Nele Suurmets and Kirsi Johanna Koistinen, and Legal Assistant Liisa Maria Kuuskmaa.

  • Cobalt Helps Luminor Bank Obtain Termination of Reorganization Proceedings of Estonian Dumpling Producer

    Cobalt has helped Luminor Bank request the termination of the reorganization proceedings of dumpling producer Uvic.

    According to Cobalt, “the reorganization was intended to postpone the payment of the bank’s claim of more than EUR 9 million for ten years. Due to numerous abuses by Uvic, the court terminated the reorganization proceedings that began back in 2017, also refused to initiate new reorganization proceedings, and on the 18th of June, 2020, at the request of Luminor Bank, declared Uvic bankrupt.”

    The court found that instead of actual reorganization, company assets were redirected from the company without the knowledge of the creditors.

    Cobalt’s team consisted of Senior Associate Kristina Schotter.

  • Sorainen Helps EIB Support Renewal of Estonian Railway infrastructure

    Sorainen has advised EIB on financing a project related to the modernization of tracks and signaling and traffic control systems of Estonian Railways.

    According to Sorainen, “the European Investment Bank has entered into a 25-year loan agreement with the Estonian state railway infrastructure company Eesti Raudtee in the sum of EUR 95 million. Eesti Raudtee will use the support to modernize most of the traffic management systems of the Estonian railway infrastructure, as well as to automate traffic management. All upgrades will be carried out on the TEN-T network, including the North Sea-Baltic corridor.”

    Sorainen reports that it “advised EIB in the first phase of the financing by analyzing the legal status of the borrower and the legal and regulatory framework in which the borrower operates.”

    Sorainen’s team included Partner Kaupo Lepasepp and Senior Associates Monika Tomberg and Kaspar Endrikson.