Category: Deal 5

On January 26, 2018, CEELM reported on a joint investment by Banca Transilvania and the EBRD to acquire more than 66% of shares in Victoriabank, the third largest bank in the Republic of Moldova. Bogdan Plesuvescu, the Executive Director and Chief Legal Officer for Banca Transilvania agreed to provide some insight on the transaction, which remains contingent on approval by local authorities.

CEELM: According to Banca Transilvania’s press release, “the acquisition represents the first investment in Moldova from outside the country in over ten years.” Why was the time right now?

B.P: Moldova is a border country of Romania and of the European Union where the government’s economic stabilization and structural reform programs have resulted in several notable and positive achievements, including:

• The successful completion of the privatization program
• The privatization and liberalization of the foreign trade sector
• The stabilization of the monetary system
• The introduction of full current account currency convertibility 
• The implementation of national accounting and auditing standards based on international standards
• The privatization and streamlining of the banking system 

CEELM: How did Banca Transilvania and the EBRD select Turcan & Cazac and Vernon David and Associates as external counsel on the acquisition?

B.P: Our decision to work with T&C and Vernon was made based on the past experience of EBRD in the country and the credentials received from multinational clients present in Moldova.

CEELM: According to the press release, Turcan Cazac advised BT and the EBRD on “trading of the shares and regulatory approvals, such as the approval from the National Bank of Moldova, and handled notifications of the deal to the Competition Council, which ultimately authorized all.” What role did Vernon David & Associates play in making the transaction happen?

B.P: Vernon David only performed a high level of legal due diligence over the target and the legal regime in Moldova.

CEELM: Will T&C and VD&A be representing Banca Transilvania on the mandatory buyout offer to the remaining shareholders of Victoriabank as well, or will you work with other firms on that process?

B.P: From a legal perspective, Banca Transilvania is not a direct party of the mandatory buyout offer. This buyout offer was launched by the majority shareholder of Victoriabank which is VB International. VBI was assisted by T&C only.

CEELM: Now that Banca Transilvania and the EBRD have a controlling stake in Victoriabank, what organizational changes can we expect to see soon?

B.P: After final approvals are received from the National Bank of Moldova, the new management team of Victoriabank will try to replicate the organizational structure and the business model of Banca Transilvania, a model which has proved to be successful in Romania. 

On December 22, 2017, CEE Legal Matters reported on EUR 1.9 billion acquisition of UPC Austria from Liberty Global by T-Mobile. T-Mobile’s team was led by Vice President Legal, Regulatory & Interception Anja Tretbar-Bustorf, who spoke to us about the deal.

CEELM: This was obviously a high-value deal. Did that effect how you approached the process of making it happen? Was your strategy or approach any different this time as compared to smaller deals? 

ATB: Since we are not doing M&A deals in Austria on a daily basis we were extremely focused on getting the best possible support and worked hard to consider every detail of this transaction. The number one priority for the local team was the continuity of our operations after closing. Therefore, a lot of transition details were discussed.

CEELM: Why did you choose Wolf Theiss legal support on this particular acquisition?

ATB: We started in the summer of 2017 just before the due diligence phase with a pitch to choose the law firm to work with. We invited three Viennese law firms and asked them to present their approach to this deal and their ideas to get the legal work done with high efficiency. To get an impression how the different firms think and approach such a deal was the most important part for me in this process. At the end we chose Wolf Theiss because we got the impression that they really wanted to do this deal with us and would provide their full power to support us.

CEELM: Did Wolf Theiss employ any unexpected tools or demonstrate any innovative techniques that surprised or impressed you and helped facilitate the deal, or was their support standard and effective within your basic expectations?

ATB: Within Deutsche Telekom we are lucky to have a very experienced M&A teams. Together with colleagues from DT Legal, DT Regulatory, and other areas, the internal team was strongly focused on execution and well-structured. We incorporated Wolf Theiss into this structure so that it was quite clear from the beginning what kind of tasks we expected them to deliver on. The volume of the data room and its structure allowed us [to employ] a straight and efficient approach. Of course, we had detailed discussions around specific topics and ups and downs in the negotiations with the target company`s shareholder. But I think the teams managed very well, given the short time frame and the size of this deal.

CEELM: Did the entire process go smoothly and as expected, or did you encounter unexpected obstacles or challenges?

ATB: Time is always the most challenging obstacle in most of deals — as it was in this case. After two months of due diligence we started to negotiate the agreements quite late in 2017, but with the clear goal of a signing before Christmas. The last few weeks before signing I sometimes just did not know when to find the time to sleep. Our challenge was definitely to deliver quality in such a short time, between summer and Christmas.

CEELM: How are you managing the integration of the UPC Austria legal team into your own?

ATB: Currently we are preparing for the merger clearance. We are expecting the closing in summer. T-Mobile Austria is a mobile network operator with limited expertise in the areas of fixed line (cable) Internet and TV and entertainment. So we are looking forward to having people with the necessary skills in our new organization. The key for me is to build a legal team that will provide the best possible service to our business functions. The organizational integration itself will be straight forward due to fact that the teams on both sides are small — below ten persons on each side.

On November 3, 2017, CEELM reported that CEE Attorneys Romania had helped logistics company EshopWedrop Group — part of Xpediator Plc — establish a relationship with franchisees in Albania and Cyprus. We spoke with Mircea Bandean, Managing Director at EshopWedrop, for more information. 

CEELM: Why did EshopWedrop choose to expand into Cyprus and Albania next? And if, as CEE Attorneys reported, the goal is to establish a “pan-European network,” does that mean negotiations are already underway for other franchisees in other markets as well?

M.B: We approached several potential franchisees from a number of Eastern European countries to begin with and Albanian Courier from Albania and Kronos Express from Cyprus were the ones which responded quicker and showed a real interest in becoming our franchisees and implementing  EshopWedrop in their local markets. Indeed, we have ongoing discussions and negotiations in various stages for Bulgaria, Greece, Georgia, and Ukraine as well.

CEELM: How different is the regulatory climate of franchising in Cyprus and Albania compared to the other markets EshopWedrop operates in?

M.B: No significant differences for Cyprus, given their EU member status and given the fact that our standard terms and conditions, developed together with CEE Attorneys Romania, are EU-compliant. Regarding Albania I would say that our T&C are probably “over-compliant,” meaning that the Albanian legal requirements with regard to consumer protection and personal data protection —aspects most sensitive from legal point of view for our business — are less demanding than EU standards and legislation. However, we see already they are making progress in this regard as they are EU official candidate on course for membership negotiations and certainly they will align their relevant legislation to EU standards, but that will be just fine since the T&C we will be operating under are already EU compliant. In fact, I would say, we are giving a strong positive message to the local market with regard to the level of compliance and above all respect shown to Albanian consumers and clients of EshopWedrop.al.

CEELM: Why did you select CEE Attorneys as your external advisor? 

M.B: Our group has a very long relationship with CEE Attorneys in general and with their Managing Partner Sergiu Gidei, in particular. I personally worked with Sergiu for more than ten years on various legal matters for various projects, from various industries – logistics, real estate, financial services, and now e-commerce.

CEELM: According to CEE Attorneys, the firm supported you “in the preparation of all legal documentation necessary for the structuring of the franchise, as well as in all stages of the contract negotiation process.” Does that mean the firm handled the negotiations (presumably coordinating with you, of course), or did you lead that process yourself?  

M.B: The negotiations were led by me but when it came to various articles in the agreement which the other party asked to remove or amend the floor was taken by Krisztina Voicu and Sergiu Gidei from CEE Attorneys, and they did their best to convince the other party to keep a certain wording or negotiate to change one part in exchange for another part (that was more important for us). We often had pre-discussions preparing the conference calls with the other party and their legal advisors, even doing a little of role playing before the calls. They exemplified proper teamwork and focused on closing the agreement, which I appreciated a lot.

CEELM: “Role playing” is an interesting method. How did you do that and make it work?

M.B: I think the simple example is that we used the classical “Bad cop – good cop” strategy with them of course being “the bad cops” insisting to me (“the good cop”) in front of the other party why we had to include an important article, giving strong legal arguments which I then had to accept and implicitly drive the same for the other party.

On October 24, 2017, CEE Legal Matters reported that Mellanox Technologies, a software developer headquartered in Israel, would be opening an R&D center in Kyiv. We reached out to Gideon Rosenberg, Deputy General Counsel & Vice President of Legal Affairs at Mellanox, for more information.

CEELM: According to Vasil Kisil & Partners, the firm’s lawyers “provided advice on corporate issues of doing IT business in Ukraine.” What sorts of issues does that encompass?

G.R: As with any instance where we are investigating the entrance to a new market for us we received guidance from the law firm relating to various matters, including corporate structure, employment, compliance, and general advice on how to do business in Ukraine and other areas. 

CEELM: Vasil Kisil & Partners provided “support for engaging Ukrainian personnel for the new R&D center.” Does that refer to employment law advice, or something else? What sort of support did the firm provide?

G.R: This was one of the key areas of advice we received from the firm and it covered the area of how best to engage Ukrainian work force (i.e. employees as compared to private entrepreneurs (in terms of tax considerations, Ukrainian work force expectations, and other matters), drafting of the appropriate templates, and an explanation of the various social and other benefits common in Ukraine so that we are assured of building a compliant and well-integrated culture.

CEELM: What sort of R&D projects will be conducted at the new center? Will that work necessitate additional outsources legal assistance, perhaps in the form of patent assistance or regulatory guidance? Has Vasil Kisil & Partners been retained going forward and on an ongoing basis as well, or will you look for external counsel on an ad hoc basis?

G.R: We anticipate continuing to develop the site to support our software development efforts and expect to further engage Vasil Kisil & Partners as our needs develop.

CEELM: What system do you usually apply at Mellanox to outsource legal work? Was the process in any way different regarding the R&D center in Kyiv?

G.R: As a general rule, we prefer to minimize our outsourced legal services; however when entering a new market, we always use the services of a local law firm. We used the same approach in Ukraine as we have in all new geographies.

CEELM: Why did you turn specifically to Vasil Kisil & Partners for advice?

G.R: We decided to engage Vasil Kisil & Partners based on a recommendation we received from one of our other legal service providers and after speaking with VKP and other firms in Ukraine decided that Vasil Kisil & Partners would be the best fit for us.

On October 25, 2017, CEE Legal Matters reported that Cobalt had advised the Otravo Group — a subsidiary of Waterland Private Equity Investment — on its acquisition of 100% shares in Interneto Partneris, an online ticket seller in the Baltics. The transaction was led on the buyer side by Waterland’s Senior Investment Manager William Ford, who spoke with us about the deal. 

CEELM: Cobalt Partner Elijus Burgis told us that “the transaction was led by the acquisition team from Waterland (Otravo’s parent). There were no lawyers on their team.” But your company’s website seems to suggest you do have an in-house team. Why were they not involved in the process?

W.F: A three-person Waterland deal team indeed led the transaction. As a private equity firm, we seek to add real value to our portfolio companies by helping them to execute international buy & build strategies. With such a strategy, we are able to grow our portfolio companies rapidly through a number of add-on or bolt-on acquisitions during our investment period of on average five years. The acquisition of Interneto Partneris by our portfolio company Otravo is a clear example of such an add-on acquisition. In practice, our investment strategy means that we drive the execution of transaction processes (i.e. target identification, first meetings, due diligence, negotiations, financing, closing) while the management team of the portfolio company can focus on managing the business. We make sure to involve key management team members at the right stage of the transaction process to obtain their feedback and to enable them to take responsibility for the integration process after a transaction.

The legal aspects of a transaction are primarily the responsibility of the deal team, who have significant experience with negotiating transaction documents and may even have a legal degree. Generally speaking, our deal teams rely heavily on external legal advice and are used to working in close cooperation with M&A lawyers during a transaction process. We do have an in-house legal department at our Dutch office, but the three legal professionals who make up this department typically focus on the legal aspects at the investment funds level and not at the level of individual portfolio companies. Hence, they checked all the documents in the Interneto Partneris deal that had to be signed by Waterland as the majority shareholder of Otravo but left the documents to be signed by Otravo to the deal team and external advisors. For these three legal experts, it is impossible to be involved on a day-to-day basis in all of the circa 40 transactions globally (but mainly in Europe), that we complete per year. In addition, this model provides the deal team with the flexibility to select the best external legal advisor for each transaction.

CEELM: Who was responsible for selecting external counsel for the deal, and what did that process look like? What was it about Cobalt that led you to select them for this matter?

W.F: The deal team — consisting of three Waterland investment professionals (in this case a principal, a senior investment manager, and an investment associate) — was responsible for the selection of external counsel. We contacted our regular Dutch lawyers for a list of reputable law firms in Lithuania. In addition, we spoke with a former Waterland colleague who was involved in a transaction process in the Baltics in 2016. Unfortunately, this transaction process did not result in a deal, but it did provide my colleague with the opportunity to work directly with Cobalt on legal due diligence and legal transaction documents. This colleague was quite positive about the quality of the services offered by Cobalt, their knowledge about Lithuanian law and their relevant transaction experience. Based on this positive reference, we decided to ask Cobalt for a proposal for a scope and quote. On the basis of their proposal, we selected them to support us with this transaction.

CEELM: According to Cobalt, “this transaction will enable Otravo to expand its activities in the Baltics.” Does that mean that this is the first Waterland deal in the Baltics? What are your thoughts on the applicable regulatory and legislative regime in the market?

W.F.: I think this was indeed the first transaction by a portfolio company of Waterland in the Baltics, although I cannot exclude that the more than 400 transactions completed by us and our portfolio companies in the past 18 years includes another transaction in the Baltics. We did look at a number of deal opportunities in the Baltics in the past few years which did not lead to a transaction. Overall, we are impressed by the quality of the regulatory and legislative regime. More than that, the responsiveness and service mentality of the local advisors we have had the pleasure of working with during the Interneto Partneris process and other transaction processes in the Baltics has been consistently very high. I expect that we will be more active in the Baltics in the years to come, probably covering the market out of our offices in Poland and Denmark.

CEELM: You mention having completed some 400 transactions in the last 18 years; that’s more than 20 a year! But it appears you don’t have a panel of preferred law firms. Have you thought about creating one? What’s the thinking behind your strategy?

W.F: We indeed do not have a formal panel of preferred law firms and decide on the most suitable law firm per country, per deal team, and per transaction. However, in practice, we tend to stick with the law firms we have worked with effectively and successfully in the past for similar deals. A previous positive experience was also an important factor in our selection of Cobalt as the law firm to support us with the Interneto Partneris transaction. Given the success of the cooperation on this transaction, we are very likely to invite them for similar transaction opportunities in the future. However, creating a formal panel of law firms would limit the flexibility of a deal team to select the best law firm for each specific jurisdiction and transaction. Hence, this is not very likely to happen at Waterland.

CEELM: Now that Otravo has acquired Interneto Partneris, how will you integrate the company into your portfolio and do you have any changes to the company planned?

W.F: The management teams of Otravo and Interneto Partneris are already very busy with the integration process. From my experience, it is key to start this process as soon as possible after a deal has been closed, and preferably to prepare the integration plan during the due diligence process. The Otravo team obtained a lot of integration experience with the acquisition of Swedish online airline travel agency Flygstolen in July 2016 and the acquisition of Dutch online travel packages agency Vakantiediscounter in February 2017. This experience should help them to ensure a smooth integration process for Interneto Partneris and to welcome the Interneto Partneris team within the Otravo group.

I had the pleasure of meeting the whole Interneto Partneris team after the closing of the transaction, and they seemed to be very enthusiastic about teaming up with Otravo. The idea is to further grow and expand the operations of Interneto Partneris, both within and outside the Baltic states, in the coming years. In addition, its skilled and experienced employees are a very valuable addition to the Otravo group when it comes to improving the operations, systems and success of the business elsewhere. The employees of both companies have already started interacting on a regular basis, and a number of workshops to exchange experiences, thoughts and ideas involving Lithuanian, Dutch, and Swedish employees have already been held in multiple locations.

On October 9, 2017, CEELM reported that the Globalworth real estate company had invested outside Romania for the first time by acquiring Griffin Premium Real Estate in Poland. Catalin Tirziu, Head of Legal at Globalworth, agreed to share his insight on the transaction. 

CEELM: CEE Legal Matters reported that “the transaction was carried out by way of a tender offer directed to all shareholders of GPRE.” Why was this method selected and how did it work exactly?

C.T: The acquisition of Griffin Premium RE.. N.V. (GPRE), which is a Dutch entity listed on the Warsaw Stock Exchange, was structured as a conditional investment agreement whereby Globalworth Asset Managers SRL, a Romanian entity subsidiary of Globalworth Real Estate Investments Limited, agreed to acquire a minimum of 50.01% and up to 67.90% of the issued share capital of GPRE. The conditional agreement was signed with Griffin Netherlands II B.V. and GT Netherlands III B.V., two Dutch entities that are indirectly controlled by Oaktree Capital Management Group LLC, and which together hold approximately 47.92% of the issued share capital of GPRE.

The tender offer was a legal requirement but also the parties’ commercial intention and the transaction was structured as a tender offer so that GPRE will retain its listing on the Warsaw Stock Exchange and a free float of public investors following completion of the investment.

Oaktree has agreed to subscribe in the tender offer to the extent required for Globalworth to acquire a minimum of 50.01% but no more than 67.90% of the issued share capital of GPRE taking into account subscriptions for the tender offer by other GPRE shareholders. Depending on levels of subscription by other GPRE shareholders, Oaktree could have determined not to proceed with the transaction if it would otherwise be left with a shareholding in excess of 10% following the tender offer, which, if so determined by Oaktree, would have resulted in the transaction no longer proceeding.

On Globalworth’s side, the terms of the transaction were structured so as to ensure that its maximum percentage shareholding following the completion of the tender offer will not exceed 67.90%.

On November 29, 2017 the acceptance condition stated in the tender offer was satisfied and the tender offer became unconditional in all respects.

CEELM: Do you have any external counsel selection system in place at Globalworth? Why did you choose Dentons as counsel for this transaction?

C.T: As a listed company, Globalworth uses best market and industry practices for selecting is external contractors and advisors. Our selection system focuses primarily on the capacity of our external contractors advisors to deliver, in a timely manner, the premium quality services that are needed for entering into and successfully closing our projects to the best interests of Globalworth and its shareholders. The acquisition of GPRE is our first investment in Poland and a complex one, requiring a large multi-jurisdictional volume of work in parallel flows (tender preparation, transaction with the sellers, due diligence, financing, competition clearance, etc), and it was obvious to us that only a big law firm could handle a transaction of this size. For all the Polish law matters related to this transaction, as well as for certain Dutch and Luxembourg matters, we decided to work with Dentons, as we knew they had the expertise, know-how, and workload capabilities that we required. So far we are more than happy with the choice we made, as we found them to be a very proactive, knowledgeable, and dedicated team.

CEELM: The Dentons team assisting you consisted of lawyers working on the tender, on real estate aspects, on financing for the tender offer, and on merger control matters. Which of these aspects required the most hands-on involvement from you, and why?

C.T: Given the volume of work and Denton’s market expertise, we relied significantly on Denton’s team for most of the Polish legal work related to the transaction. We of course cooperated to understand the legal and business implications of their findings and recommendations, and made the legal and commercial decisions where needed. While the in-house legal work was limited, I have to give credit to and thank Skadden Arps Slate Meagher & Flom LLP, our UK lawyers coordinating the overall transaction, with which Dentons worked closely.

CEELM: Lawyers from Dentons’ Warsaw, Amsterdam, and Luxembourg offices supported you on the Griffin buyout. Why were lawyers from Amsterdam and Luxembourg necessary?

C.T: The structure of GPRE required a multi-jurisdictional approach of the transaction. GPRE is a Polish real estate platform, and its assets are located in Poland, so we had a significant amount of work done by the Polish lawyers. However, GPRE is a Dutch entity, and its group structure includes also Luxembourg companies, so certain law aspects had to be assessed from Dutch law and Luxembourg law perspectives, respectively.

CEELM: Were there any aspects of this transaction that you decided to handle exclusively in-house with your legal team? 

C.T: We kept only certain corporate documents needed for our internal approval process in-house. Other than that, we relied on our external advisors, who did all the hard work and without whom we wouldn’t be at this point of the transaction.

On October 4, 2017, CEELM reported that Everlegal had advised UDP Renewables, part of the UDP development group, on its development of the Dymerska Solar Power Plant in Ukraine. We reached out to UDP Renewables CFO Kiril Bondar, who manages the project. 

CEELM: What were the most challenging aspects of this project to manage, and why?

K.B: The Renewables business was a new field for UDP Group. Since time is the most critical factor when developing renewable projects we need to build our pilot PV station fast, with no risks, and with our reputation kept high. The complexity of the project was the major challenge for us since it included deal structuring, tenders, tenders for equipment and EPC, a funding arrangement including bank loan and collaterals, import, construction, and finally putting the station into operation and obtaining a “green tariff.”

CEELM:  Did entering into the Renewables sector present any unexpected challenges?

K.B.: To be frank the most unexpected challenge was the fact that permission procedures and dealing with regulators took more time than project construction itself. We definitely see improvements in the energy sector in Ukraine but still it takes time and leads to losing several months of electricity generation. So proper planning, risk management, conservative financial models, and top class legal services are among most crucial elements of project management.

CEELM: Why did you decide to reach out to Everlegal for assistance on the project?

K.B: By assessing the firm’s previous expertise, its client-oriented approach, its flexibility and proactive approach in providing solutions, and its competitive pricing, we made our decision to engage with Everlegal on the project. 

CEELM: Everlegal’s press release reported that Managing Partner Yevheniy Deyneko “provided specialist advice on certain project-related matters.” What matters were those? 

K.B: Yevheniy assisted the team led by Andriy Olenyuk by offering his insights and specialist knowledge on corporate, antitrust, and regulatory matters. 

CEELM: If it’s not confidential, what was the nature of the fee arrangement you operated under, and how was it arranged? Looking back, was that model the right one to choose?

K.B: We cannot disclose all the details. Generally, the fee arrangement was flexible and combined several elements wrapped up in a package. Specifically, secondment of personnel for a fixed fee, retainer for a fixed budget, and blended hourly rate specifically designed for our project. Aside from the fee arrangement, the Everlegal team became our legal business partner and both sides benefitted a lot from knowledge sharing and commingling of the teams. This was our first project with Everlegal and since it was successful we are massively expanding and now developing a pipeline of about 100 MW of new projects where Everlegal is engaged in due-diligence and project structuring. 

On August 8, 2017, CEELM reported that Cerha Hempel Spiegelfeld Hlawati had advised red-stars.com in connection with its acquisition of 25% of the shares of ecosio GmbH. We reached out to Red Star’s CEO, Thomas Streimelweger, for more information about the deal.

CEELM: Was the acquisition unusual in any way, or did it run smoothly throughout the process from initial contacts through final approvals and signings?

T.S: I/my company was not acquired as a client. Based on a recommendation of a prominent friend (CEO of Austria’s largest Telco), I called Albert Birkner, the famous M&A and takeover code senior partner – and luckily we were accepted as a client of CHSH.

CEELM: Why was Red Star chosen to outsource all of its legal work rather than create an in-house legal function?

T.S: Though it’s among my hobbies to act as *the* in-house legal counsel of red-stars.com data AG (as the “ambitious amateur,” with CEO powers), we have to admit, it could become quite costly to overlook or misjudge delicate legal matters. Outsourcing was the appropriate alternative, and it was/is the right thing to do. Also we avoid unproductive fixed-costs whenever feasible.

CEELM: How and why did you select CHSH as your external counsel for this matter? Have you used them before on previous acquisitions?

T.S: We do all of our M&A dealings with CHSH, as long as I feel (and sometimes I check personally) that “the midnight oil is always burning.”

CEELM: What specific tasks did you delegate to CHSH in this matter, and what did you keep in-house? Did the firm handle negotiations, for instance?

T.S: We delegate all the drafting and the legal parts of due diligence to CHSH with the exception of very specific Software/Licensing or SaaS/Cloud contractual matters. Commercial negotiations are always led by us.

CEELM: Were you yourself responsible for liaising with the law firm during the whole process or was someone else involved? Is this how all of Red Star’s acquisitions are handled, or was this a departure from the norm somehow?

T.S: I and only I bear this responsibility – I am the Chief Risk Taker. CHSH, the battle-proven Birkner & Leitner team – that’s the norm.

On June 20, 2017, CEELM reported that mBank sold its majority shares in housing project company mLocum to another housing company called Archicom S.A. in Poland. We reached out to Monika Powroznik, Deputy Director for mBank, to enquire about the cooperation with her external counsel on this specific sale.

CEELM: What system do you usually use at mBank to select external counsel? Is that the method you employed this time?

M.P: With regards to M&A transactions, mBank cooperates with reputable law firms operating on Polish market. Depending on the deal, we ask a number of law firms to present their offer of services or we invite a specific firm which has a track record of successful cooperation with mBank in a particular sector.

CEELM: Why did you choose to work with CMS on this sale?

M.P: CMS represents high quality of legal expertise and extended understanding of business issues.

CEELM: What specific tasks did you ask CMS to handle?

M.P: CMS assisted mBank in each stage of the transaction, including negotiations. CMS’s responsibilities were, in principle, to advise on the structure of the deal together with preparation of all relevant transaction documentation.

CEELM: Does mBank have an in-house legal team? If yes, in what way did you involve it in this sale?

M.P: mBank has an in-house legal team which is involved in every project: coordinating the legal work on mBank’s side and that of the target company, revising documents prepared by external advisors, and preparing other documentation necessary for the transaction.

CEELM: Blazej Zagorski of CMS described the transaction as “yet another example of consolidation in the property development sector.” Why is this consolidation happening?

M.P: mBank Group is focused on its core business – financial services. Also, the sale of mLocum shares to the leading developer will allow us to make maximum use of the company’s potential and achieve its business goals on the Polish market.