Category: Estonia

Cobalt has successfully represented AS Ragn-Sells in a dispute against the City of Tallinn. The case involved the unlawful activities of the city in the waste transport area of Tallinn’s Kesklinn borough.

According to Cobalt, the administrative court satisfied Ragn-Sells’ complaint in full after finding that the City of Tallinn had unlawfully granted waste-holders’ contracts to city-owned AS Tallinna Jaatmeveo Taaskasutuskeskus and had delayed the organization of a new procurement procedure. The firm reports that “the court prohibited the city from using a similar unlawful scheme, including misleading the waste-holders. and ordered the city to start a new waste transport service procurement in the Kesklinn borough within one month from the entry into force of the court judgment.”

Cobalt reports that, subsequently, the city failed to act as required by the court’s judgment by initiating the required procurement procedure within the prescribed time. “Therefore, Ragn-Sells submitted a request to the court to fine the city for non-execution of the judgment, which was satisfied by the court, which imposed a fine on the City of Tallinn of EUR 11,000.” The city then contested the fine both in the district court and in the Supreme Court. However, the higher courts dismissed the city’s appeals. “Thus,” Cobalt reports, “the fine imposed by the administrative court entered into force and the city must pay a fine of EUR 11,000 for failure to execute the judgment.”

The Cobalt team was led by Senior Associate Rauno Ligi, supported by Partner Elo Tamm and Senior Associate Kaidi Reiljan-Sihvart.

Sorainen has advised Estonian e-cigarette seller Nicorex Baltic, which — together with retailer Veipland — acquired competitor the Elgery Group. Leppik & Partnerid advised the Elgery Group on the transaction.

As a result of the transaction, 10 SKYsmoke shops merged with 11 Veipland shops into a joint Veipland retail chain. According to Sorainen, “the transition to the new brand and unification of client service standards will kick off in a near future.”

“We are glad to note that the transaction reinforces the current trend where Estonian companies see an opportunity in consolidating,” says Piret Lappert, Senior Associate of Sorainen. “Acquisition of companies and the resulting synergy often enables offering a better service so that all market participants gain something from the transaction.”

In addition to Lapparet, Sorainen Partner Toomas Prangli worked on the transaction.

The Leppik & Partnerid team was led by Anne Varvimann.

Ellex Raidla has advised European Lingerie Group AB in the acquisition of French online lingerie seller Dessus-Dessous. Financial details were not disclosed.

Dessus-Dessous, which is headquartered in Lunel, France, specializes in online sales of luxury lingerie brands such as Lise Charmel, Van De Velde, Simone Perele, Felina, and Conturelle.

According to Ellex, Dessus-Dessous “has been leading the French online lingerie market since 2000, and enjoys extraordinary rates of customer satisfaction and loyalty, thanks to superb customer service, reliable delivery and a constantly up-to-date selection of over 150,000 articles from over 50 brands.”

In is own press release, European Lingerie Group (ELG) stated that ”the acquisition … marks ELG’s expansion to the online retail segment of the lingerie market, and reinforces the group’s strategic commitment to building a truly vertically integrated business.”

ELG CEO Peter Partma said: “We are happy to welcome the very efficient team at Dessus-Dessous as the newest addition to our French and international operations. It is impossible to underestimate the importance of e-commerce in modern lingerie business, and we have a lot to learn from our new colleagues. I congratulate Ms. Stessels for the long-time work of building Dessus-Dessous into a successful and sustainable business.”

Christine Stessels, the founder of Dessus-Dessous added: “I care deeply about the company which my team and I have built over the past three decades, and I am happy to have found a strong and motivated new owner in ELG. I wish ELG great success in taking Dessus-Dessous’s business to the next level.”

Ellex Raidla’s team included Partner Anton Sigal and Lawyer Mirko Kikkamagi.

Ellex did not reply to our inquiries on the matter.

Cobalt and Baker McKenzie have advised on the initial public offering of the shares of Estonian state-owned company AS Tallinna Sadam, the Port of Tallinn.

Cobalt describes it as “the first IPO of a state-owned company in almost two decades.”

In the firm’s press release Cobalt reports that “the Port of Tallinn is the owner of the third largest passenger port in the Baltic Sea Region, the fourth largest passenger port in Northern Europe in terms of passenger traffic, and the largest cargo port in Estonia in terms of cargo volumes.”

The Port and its subsidiaries have a diversified portfolio of operations, including passenger harbors, cargo harbors, domestic ferry service connecting Estonia’s mainland with its two largest islands, and other services.

The IPO, which was oversubscribed by more than three times, attracted 102 institutional investors from 22 countries and a record size of total subscriptions from 13,723 Estonian retail investors, and it generated total gross proceeds of EUR 147.4 million.

CEO of Port of Tallinn Valdo Kalm said: “The interest of investors, both Estonian retail investors and pension funds, as well as international funds, in Port of Tallinn shares was substantial, and that provides us with a sense of security that we have earned the trust of investors as a stable dividend share.”  

Cobalt’s team was led by Partner Marina Kotkas,  supported by Senior Associate Mattias Tammeaid and Partner Karina Paatsi.

Baker McKenzie’s London-based team included Partners James Thomson and Simon Porter. 

Editor’s Note: After this article was published, Cleary Gottlieb announced that the firm has acted as international counsel to Citigroup, Carnegie Investment Bank, Erste Group, Swedbank and LHV as underwriters in the initial public offering of the ordinary shares of AktsiaseltsTallinna Sadam, Port of Tallinn, and listing on the Baltic Main List of the Nasdaq Tallinn Stock Exchange. Sorainen acted as Estonian counsel to the underwriters.

The Cleary Gottlieb London team was led by Partner Pierre-Marie Boury and included Partners David Gottlieb and Richard Sultman, as well as Associates Chrishan Raja, Mohamed Taha, Raluca Dumitru, and Andrew Hurwitz. The US based team involved Partner Paul Marquardt, Senior Attorney James Corsiglia, and Associates Nathanael Kurcab, Michael Alcan, and Lorenz Haselberger.

The Sorainen team consisted of Partner Reimo Hammerberg, Senior Associates Jane Eespold, Piret Lappert, Kaido Kunnapas, Kaspar Endrikson, and Associates Kadi Sink and Mirjam Vichmann, Olivia Kranich, and Britta Retel. 

Andreas Veeret has been promoted to Partner at Fort Legal in Estonia.

Veeret specializes in Dispute Management, Insolvency & Restructuring, and Employment law.

Fort Legal describes him as “a trusted advisor for clients in all major areas of dispute management, helping them to prevent conflicts as well as advising and representing them in complex commercial litigation, including in court and arbitration proceedings.”

Sorainen Estonia has advised Hobbiton, the Estonian handicraft log home producer, on its merger with another Estonian log house producer, Saulerman. The agreement was signed at the beginning of June 2018.

According to Sorainen, the newly-merged companies will continue operating under the Hobbiton name.

“The merger enables us to improve efficiency of production even more and keep costs under control,” says Hobbiton management board member Andrus Prangli.

According to Sorainen, “in over 20 years of existence, Hobbiton … has delivered hundreds of bigger and smaller handicraft wooden house sets. The main market has been Norway but they have also sold log houses to Estonia, Finland, France, Russia, Spain, the United States, and to Martinique in the Caribbean.”

The Sorainen team consisted of Partner Toomas Prangli and Senior Associates Juulika Aavik and Piret Lappert.

Sorainen has advised a working group of the Tallinn City government on the development of an anti-corruption strategy for the city.

The working group, which was established by Tallinn City and led by office head Tiit Sepp, consists of internal audit service specialists and representatives of the City’s enterprise and property departments. The group is tasked with drafting an anti-corruption strategy plan and submitting it to the Tallinn City government by December of this year.

“Addressing the consequences and processing criminal offenses is not enough to combat corruption in local government,” said Sorainen Counsel Norman Aas. “Local authorities themselves must take action to minimize the risk of corruption and establish an ethical workplace culture. Taxpayers have the right to believe that local authorities take all measures within their power to prevent corruption and ensure lawful administration. Fighting corruption fosters economic freedom and helps businesses to prosper.” 

The Sorainen team consisted of Partner Carri Ginter, Counsel Norman Aas, and Associate Merika Nimmo.

Sorainen has advised Eurovia, a subsidiary of VINCI, on the acquisition of a 75% stake in Estonian infrastructure construction company TREV2 Grupp from BaltCap.

Closing is expected to occur at the end of June after all regulatory requirements and other closing conditions have been fulfilled.

TREV-2 Grupp is an infrastructure construction company in Estonia dating back to the 1960s. The company’s main activities are road construction and maintenance, environmental construction, mining, and traffic management. In 2017, the company turnover exceeded EUR 70 million, and it had 360 employees. 

According to Sorainen, ”Eurovia, a subsidiary of VINCI, is one of the world’s main transport infrastructure construction and urban development companies.” The company, which operates in 15 countries, builds roads, motorways, railways, airports and light rail systems, and helps develop industrial, retail, and urban sites. It employs almost 40,500 people and in 2017 generated revenue of EUR 8.1 billion.

“Eurovia has been present in Lithuania since 1994 and in Latvia since 2017,” said Xavier Neuschwander, Chief Executive Officer of Eurovia Europe, Rail and Specialities. “We are very pleased to extend our business to Estonia. We were impressed by the professionalism and energy of the TREV-2 team and are looking forward to successful co-operation.”

Sven Pertens, CEO of TREV-2 aded: “We welcome Eurovia to Estonia. Globally, Eurovia has been at the forefront of innovation in infrastructure construction. It is a good match for our aspirations to be the best in engineering and technical development.”

The Sorainen team was led by Partner Toomas Prangli and Senior Associate Kai Vainola.

Sorainen did not reply to our inquiries on the matter.

Ellex has represented Estonia’s Inbank on its acquisition of 100% of the shares of UAB Mokilizingas from its shareholders, LHV Group and UAB Inovatyvus Prekybos, after receiving the permission of the Bank of Lithuania to finalize the deal.

Ellex describes Mokilizingas as “one of the major players in the Lithuanian consumer credit market, also providing services in Latvia.”

The acqusition, which according to Inbank is one of the steps forward in implementing the bank’s international development strategy, is worth EUR 15 million. After this deal, Inbank will expand further as an international bank – more than a half of its loans portfolio will be accumulated outside Estonia.

Ellex did not reply to our inquiries on the matter.