Category: Estonia

  • Ellex and Cobalt Advise on Consolis Group Acquisition of TMB AS

    Ellex and Cobalt Advise on Consolis Group Acquisition of TMB AS

    Ellex has advised the Consolis Group, a European provider of precast concrete solutions, on the acquisition of Estonian company TMB AS. The sellers, TMB’s shareholders, were represented by Cobalt.

    According to Ellex, “Consolis is a leading provider of precast concrete solutions in Europe. The group provides smart, durable precast concrete structures for the transportation, utilities and building sectors.” With more than 11,000 employees in 22 countries throughout the world, the group generated EUR 1.45 billion in revenue in 2017.

    Founded in 1961, the TMB Group employs around 500 people, and its annual revenues exceeded EUR 120 million in 2017. The company is engaged in the production, sale, and installation of concrete elements. 

    The Ellex team consisted of Partner Sven Papp, Counsel Jaanus Ikla, and Senior Associates Gerda Liik and Martin Maesalu.

    Cobalt’s team included Partner Martin Simovart, Specialist Counsel Jesse Kivisaari, and Associate Liina Saaremets.

  • Sorainen Advises Livonia Partners on Merger with Thermory

    Sorainen Advises Livonia Partners on Merger with Thermory

    Sorainen has advised Livonia Partners and its portfolio company Ha Serv on its merger with wood manufacturing company Thermory.

    The merger agreement was signed on July 27, 2018 and the transaction closed at the end of October.

    According to Sorainen, “the merger of Thermory, the leading producer of thermally modified wood, and Ha Serv, Europe’s largest manufacturer of sauna materials and ready-made saunas, has led to the creation of a global market leader in these segments. The merged company’s multifaceted production capacity provides an excellent opportunity to reap the benefits of global trends.”

    The company has two production units located in Estonia and one located in Finland. The company also has sawmills in Estonia and Belarus and a subsidiary in the United States. Thermory employs more than 500 people.

    Thermory founder Meelis Kajandu commented: “Two equally successful wood production companies that were once rivals now work towards a common goal. It was difficult choosing a name to continue under and we had to use outside advice. We have been competitors for over 20 years. Together we can think bigger and faster develop our various business lines.”

    The Sorainen team was led by Partner Toomas Prangli and included Senior Associates Juulika Aavik and Piret Lappert and Associate Nele Suurmets.

    Sorainen did not reply to our inquiries on the matter. 

    Editor’s Note: After this article was published, Cobalt announced that it had advised the founders and management of Ha Serv on the merger with Thermory. The firm’s team was led by Partner Kristel Raidla-Talur and Senior Associate Greete-Kristiine Kuru.

  • Cobalt Advises Visma on Acquisition of Merit Tarkvara

    Cobalt Advises Visma on Acquisition of Merit Tarkvara

    Cobalt has advised Visma on the acquisition of Merit Tarkvara from its shareholders.

    Merit Tarkvara is a software company that provides cloud-based tools for both accountants and small business owners. Its key products are accounting software Merit Aktiva and payroll software Merit Palk.

    Visma is a supplier of business software and services with a presence in twelve countries and approximately 8,500 employees.

    According to a Visma press release, “the acquisition is part of Visma’s strategy to deliver the best solutions to accountants and SMB companies in Northern Europe. The key products Merit Aktiva and Merit Palk are effective and accessible cloud-based tools for accountants and small business owners, facilitating collaboration between them while keeping the operations simple and secure.”

    Merit Tarkvara, as part of the Visma group, will continue as an independent entity under the Merit brand.

    Cobalt’s team included Partner Martin Simovart, Senior Associates Heleri Tammiste and Kristjan Kotkas, Specialist Counsel Jesse Kivisaari, and Senior Associate Karl Kull.

  • Rask Provides General Advice to Ticket System Provider Ridango

    Rask Provides General Advice to Ticket System Provider Ridango

    The Rask law firm is advising international e-ticket system provider Ridango on everyday business activities.

    Ridango AS, established in 2009, develops ticketing and payment solutions for public transport and creates real-time information systems. 

    According to Rask, the firm is assisting Ridango “in resolving daily legal issues in cross-border activities as well as help[ing] with handling international transactions.”

    The firm’s team includes Partner Ramon Rask and Attorneys Timo Kullerkupp and Karl Erik Esko. 

  • Rask Successful for Estonian Pharmacy in Dispute Against Pharmacy Chain

    Rask Successful for Estonian Pharmacy in Dispute Against Pharmacy Chain

    The Rask law firm has successfully represented Tamsalu Uus Apteek OU in Estonia’s Supreme Court, gaining what it describes as “a landmark victory in the field of pharmacies owned by pharmacists.”

    According to a Rask summary, “in 2014 and 2015, Estonia adopted a decision to implement the pharmacy ownership reform by 2020. The decision provided for amendments to the Medicinal Products Act that stipulated the principle that the owner of a pharmacy should be a pharmacist and that pharmaceutical services be subject to restrictions on ownership and integration. In Rask’s opinion, however, the actions of the Pharmaceutical Board and pharmacy franchises were not in accordance with the pharmacy reform, since pharmacy franchises, with the permission of the Agency of Medicines, sought to out-compete the small pharmacies run by pharmacists in small towns even before implementation of the reform.”

    Acting on behalf of the Tamsalu Uus Apteek pharmacy, Rask requested an annulment of the Pharmaceutical Board’s decision to allow the Euroapteek pharmacy chain to start operating in Tamsalu. According to Rask, “the appellant stated that according to the law, the activity of a pharmacy is limited to the place of business indicated in the activity license, and changing the address or opening a new pharmacy is no longer an option for a pharmacy franchise. A new license should be sought for the new location, which should follow the proprietary and integration restrictions set in 2014 and 2015.”

    Estonia’s Supreme Court decided in favor of Tamsalu Uus Apteek, reversing the decisions of the administrative and district courts, and annulling the Pharmaceutical Board’s grant of permission to Euroapteek to open a branch pharmacy in Tamsalu.

    According to Rask, “the judgment by the Supreme Court has significant implications not only in the case of pharmacies operated by pharmacists, but may also serve as a valuable indicator in many other similar lawsuits related to transitional periods with regard to laws. More generally, the question was how thorough the regulation governing the transition to the new law should be and what role the transition period itself should play in order to ensure the realistic implementation of the goals set by the national reform. The Supreme Court emphasized in its decision the strict interpretation of the implementing provisions and the need to take into account the goals of the changing legal order.”

    The firm’s team consisted of Attorneys Andrei Svists, Birgit Aasa, and Villy Lopman, and Lawyer Karmen Pahkla. 

  • Rask Represents Joint Bidders in Challenge to Tender Selection re Est-For Biorefinery

    Rask Represents Joint Bidders in Challenge to Tender Selection re Est-For Biorefinery

    The Rask law firm is representing joint bidders Artes Terrae and Alkranel in their challenge of a decision by Riga’s State Support Center to approve the bid by another company ⎯ Skepast & Puhkim ⎯ to serve as consultant for the Est-For pulp mill special plan.

    According to Rask, “since the price difference between the Artes Terrae and Alkranel bid and the winning company is almost 3.5 times, the decision cannot be justified by a difference in hourly costs, more efficient working methods, or the like. Therefore, it is reasonable to assume that Skepast & Puhkim has tendered its offer at an unrealistically low price in order to win, and therefore it should be rejected by law. The contracting authority, Est-For, has acknowledged the offer as successful, although in the interests of a legitimate procurement procedure, it should first be ascertained on the basis of which value it is justified.”

    The Rask team included Partner Tarmo Peterson and Attorney Gea Vendel. 

  • Ellex Raidla Advises Graanul Invest AS on Sale of Boiler Plants

    Ellex Raidla Advises Graanul Invest AS on Sale of Boiler Plants

    Ellex Raidla has advised the Graanul Invest Group on the October 5, 2018 sale of its boiler plants, Pelletikute AS, to Estonian energy producer Adven Eesti and on its exit from the heat production business.

    Graanul Invest operates in the production of renewable energy, forestry, and developing bioprocesses. According to Elllex, “the Graanul Invest group has grown to be the largest pellet manufacturer in Europe with its pellet factories and co-production plants across the Baltics.”

    Adven is an energy producer in Estonia, offering energy solutions and the sale of energy in the industrial and real estate sector. The company also distributes district heating and/or natural gas in 21 settlements across Estonia.

    According to Ellex, “as a result of the acquisition, Adven will start supplying heat to the Kose district heating area, which comprises three boiler plants, Kose, Kose-Uuemoisa, and Ravila, with a total capacity of 5.5 MW.” Additionally, Adven acquired another seven boiler plants with a total capacity of 9 MW situated across Estonia established for supplying commercial customers. Supplying energy to customers continues under the same terms and conditions as contracts of sale of heat are transferred together with assets in the composition of the business unit and will continue to be valid.

    The Ellex team was led by Partner Ermo Kosk.

  • Ellex Raidla Successful for Environmental Board in Estonia’s Supreme Court

    Ellex Raidla Successful for Environmental Board in Estonia’s Supreme Court

    Ellex Raidla has successfully represented Estonia’s Environmental Board in a court dispute regarding the damming of a Natura 2000 water body.

    The Ellex Raidla team successfully represented the Environmental Board in a dispute involving a company’s challenge to the Board’s refusal to grant a permit for the damming of a body water included in the ER’s Natura 2000 list (a network of nature protection areas consisting of Special Areas of Conservation and Special Protection Areas designated respectively under the Habitats Directive and Birds Directive). Estonia’s Supreme Court agreed with the Board that the refusal to grant an environmental permit does not always require a separate procedure for assessing environmental impact.

    According to Ellex Raidla, “in the Supreme Court’s judgment in the matter, the Court also provided guidelines on how to interpret requirements under legal acts regarding the assessment of environmental impact and the damming of a water body that belongs in the Natura 2000 network of protected areas.”

    The Environmental Board was represented by Ellex Raidla Partner Martin Triipan and Associate Kristel Urke. 

  • The Buzz in Estonia: Interview with Kuldar-Jaan Torokoff of Fort Legal

    The Buzz in Estonia: Interview with Kuldar-Jaan Torokoff of Fort Legal

    Everyone is anticipating the parliamentary elections in Estonia that are scheduled for March 3, 2019, says Kuldar-Jaan Torokoff, Partner at Fort Legal in Tallinn, who notes that it is an interesting time to observe the changes proposed by the parties currently in charge, “in order to get attention and votes.”

    The prime example of a change that Torokoff describes as “populistic” is the government’s pre-election decision to implement free bus transportation passes across the country. Torokoff explains that free public bus transport services were introduced in the nation’s capital five years ago, and as of July 1, 2018, every county in Estonia is required to follow suit – with the cost picked up by taxpayers.

    “I don’t know any other country in the world that has implemented such a luxurious decision,” Torokoff says, though he notes that “from a populist perspective, it is nice to make certain services free, and it is quite an experience to enter a bus without paying for a ticket.”

    And as a majority of counties in Estonia have already complied with the requirement, the effect in the transportation sector is already visible, Torokoff reports – and some transportation companies are already facing imminent bankruptcy. In addition, the government’s action has resulted in a number of disputes between the state and transportation companies, who he says “are just fighting for their lives in order to avoid killing their business.”

    Generally, however, Torokoff says he sees the overall economic situation in Estonia as positive, which is, “a pleasant environment for a lawyer, with plenty of work for everyone.” Still, a quickly growing economy requires good professionals in the legal sphere, and Torokoff claims there is a lack of them in the Estonian market. “Of course, there has been some consolidation in the market, where firms try to grow larger and strengthen their position,” he says, “but because the economy grows in cycles it takes time to prepare people.”

  • Ellex Raidla Advises BaltCap on Acquisition of Kaarli Hambapolikliinik

    Ellex Raidla Advises BaltCap on Acquisition of Kaarli Hambapolikliinik

    Ellex Raidla has advised BaltCap, acting through its DenCap Investments holding company, on the acquisition of Estonian dental care provider Kaarli Hambapolikliinik OU from OU Magnum & Co, OU SILLEVER, and Patre Investeeringud OU. The sellers were advised by Triniti.

    BaltCap is a dedicated private equity and venture capital investor in Estonia, Latvia, and Lithuania. Kaarli Hambapolikliinik is a dental laboratory established in 1999 in Tallinn, Estonia.

    The Ellex Raidla team was led by Partner Ermo Kosk and included Counsel Toomas Kasesalu, Senior Associates Sandra Vark and Dmitri Rozenblat, and Associates Marilin Laud, Kerstin Jergenson, and Merlin Liis.

    The Triniti team consisted of Partners Ergo Blumfeldt and Tanel Kalaus, Senior Associate Siim Maripuu, and Associate Mikk Pold.