Category: Deals and Cases

Hengeler Mueller was lead counsel to the Chicago-based Filtration Group on its acquisition of the industrial filtration business of the MAHLE Group with Wolf Theiss advising on Polish, Romanian, Hungarian, Austrian, and Czech law aspects of the transaction. Slaughter & May advised in the UK, Paul Hastings in United States, Fangda in China, Bredin Prat in France, and Mori Hamada in Japan.

The Hengeler Mueller team was led by Partner Thomas Meurer and included Partners Alf-Henrik Bischke, Vera Jungkind, Matthias Scheifele, and Christian Hoefs, Counsel Patrick Wilkening, and Associates Dominik Hess, Ute Konig, Anika Gilberg, Philipp-Otto Neideck, Martin Mohr, Peter Wehner, and and Karolin Hiller.

The Wolf Theiss team consisted of Austria-based Partners Niklas Schmidt and Michael Lind, Czech Republic-based Partner Jan Myska, Hungary-based Partner Janos Toth, Poland-based Partner Peter Daszkowski, and Romania-based Partner Ileana Glodeanu.

Image Source: mahle.com

Zivkovic Samardzic reports that it has obtained competition clearance in Serbia, Montenegro, and Macedonia for Petrol d.d. Ljubljana’s acquisition of control over the Slovenian natural gas trader Geoplin.

Petrol d.d. Ljubljana recently announced the signing of a share swap agreement with the Republic of Slovenia, represented by Slovene Sovereign Holding, based on which Petrol will become the majority owner of Geoplin, while the Republic of Slovenia will retain a 25 percent interest in the company. At the same time, Geoplin’s gas pipelines infrastructure spin off, Plinovodi, will remain under the majority ownership of the Republic of Slovenia. 

In the meantime, Zivkovic Samardzic reports, the transaction was cleared by the Serbian, Montenegrin and Macedonian competition authorities, which had been notified on the basis of a good faith intention. 

The Zivkovic Samardzic team successfully representing Petrol in front of the Serbian and Montenegrin competition authorities was led by Partner Slobodan Kremenjak and Senior Associate Igor Zivkovski. In Macedonia, clearance was obtained in cooperation with Macedonian law firm Bona Fide’s attorneys Jasmina Brezovska and Aleksandar Kcev.

Schoenherr’s Bucharest office has advised Austrian insurer Vienna Insurance Group (VIG) on its acquisition of the Romanian operations of the French group AXA.

The transaction, signed on August 3 in Paris, is the second deal concluded lately between VIG and AXA with the assistance of Schoenherr lawyers following VIG’s June 6 takeover of AXA’s Serbian operations. Insurers owned in Romania by the Vienna Insurance Group now include BCR Asigurari de Viata, Asirom, and Omniasig. 

Schoenherr’s team in the Romanian transaction included Partner Markus Piuk, Local Partner Monica Cojocaru, and Attorney at Law Roxana Dobrila.    

Avellum has advised Allergan Inc. on Ukrainian matters related to its divestiture of its global generic pharmaceuticals business to Teva Pharmaceutical Industries Ltd. through a complex cross-border carve-out. Latham & Watkins acted as global employment counsel to Allergan Inc., with Cleary Gottlieb Steen & Hamilton LLP acting as global corporate counsel to the company on the approximately USD 40.5 billion transaction.

Allergan Inc. is a global pharmaceutical company focused on developing, manufacturing, and commercializing branded pharmaceuticals, devices, and biologic products for patients.  

Avellum advised on Ukrainian law matters, such as corporate, employment, personal data, and tax matters. The firm’s team was led by Managing Partner Mykola Stetsenko, with significant support from Associates Yuriy Zaremba and Andriy Gumenchuk, on corporate, employment, and personal data matters, and Senior Associate Vadim Medvedev on tax matters.

Editor’s Note: After this article was published, White & Case announced that it had advised a syndicate consisting of Bank of America Merrill Lynch, Barclays Bank plc, BNP Paribas, Citi, Credit Suisse, HSBC, Mizuho Bank, Morgan Stanley Senior Funding, Inc., RBC Capital Markets, and Sumitomo Mitsui Banking Corporation on the USD 8 billion bank financing for Teva Pharmaceutical’s acquisition of Allergan Generics. According to White & Case, “this followed the representation by White & Case of the same arrangers under the USD 28.75 billion of bridge facilities in support of the Allergan Generics acquisition.” 

The London-based White & Case team advising on the transaction was led by Partner David Becker and included Partners Gavin Weir and John Cunningham with support from Associates James Greene, Andrew Morris, Martin Mojzis, and Benjamin Bierwirth.

Citing “the principles of a democratic society and media independence,” Sorainen is providing pro bono legal assistance to the newspaper Bauskas Dzive (BDz) in its fight with the Iecava Regional Council over its publishing of articles and advertising in the municipal newspaper Iecavas Zinas.

According to Sorainen, “BDz has asked the Council to stop publishing these items in the municipal newspaper, but the Council has so far avoided responding to BDz’s basic request. However, the Administrative District Court has imposed an obligation on the Council to respond to BDz’s application by August 15, 2016.”

The Sorainen team consists of Partner Agris Repss, Senior Associate Andris Taurins, and Associate Jorens Jaunozols.

ODI has advised debtor Elektroservisi on a EUR 12 million out–of-court restructuring with BAMC/DUTB and Banka Sparkasse.

According to ODI, “Elektroservisi is a company with tradition in high quality services for construction and reconstruction of electrical power system and is closely connected to the company Elektro Ljubljana that started the construction of electrical power grid more than a 100 years ago. Nowadays, the services of Elektroservisi include construction of power facilities – engineering (power lines, substations and other facilities), implementation of measurements of electric power devices (accredited and designated contractor) and services for smart grids and real-estate investment and services.”

The restructuring process started in 2014, and ODI reports that the negotiators on the side of creditors have changed several times “due to internal reorganization process in banks and merger of one of the banks with BAMC/DUTB.”

The ODI team advising the bank consortium was led by Partner Matjaz Jan, assisted by Senior Associate Suzana Boncina Jamsek and Associate Uros Brglez.

Redcliffe Partners has acted as Ukrainian law counsel to a security trustee, Natixis, that represents a group of lenders on the extension of a USD 215 million secured facility to Kernel, a leading agricultural company in the Black Sea region.

Redcliffe advised on the transaction and security documents and the mandatory requirements under EU law from a Ukrainian law perspective. The firm’s team included Managing Partner Olexiy Soshenko and Junior Associates Olesia Mykhailenko and Anatoliy Doludenko.

Lawyers from Wolf Theiss and Knoetzl have successfully represented the Austrian State Printing House (Oesterreichische Staatsdruckerei, or OSD) before the International Arbitral Centre of the International Chamber of Commerce in Paris in a breach of contract claim against the Republic of Kosovo.

The tribunal ruled in favor of the OSD, requiring the Republic of Kosovo to pay the Austrian high-security company slightly more than EUR 5 million, plus interest and related procedural costs.

In 2011, the OSD had won a tender from the Ministry of the Interior of the Republic of Kosovo to produce electronic passports for the country. According to Wolf Theiss, “while the State Printing House rendered its services in accordance with the contract, the Ministry of the Interior did not provide compensation as stipulated in the contract. A portion of the agreed upon order amount was transferred and distributed to parties other than the contractor.”

Wolf Theiss reports that, “the Austrian State Printing House along with Wolf Theiss subsequently presented a description of the relevant facts to the Kosovar authorities and their diplomatic representation in the Republic of Austria. Conversations with the Ministry of the Interior of the Republic of Kosovo about the settlement of outstanding debts and explanations of the irregularities regarding payments to the OSD yielded no results. Instead, the Republic of Kosovo, prematurely and without justification, terminated the contract and discontinued all investigations into the vanished payments. Owing to Wolf Theiss’s contacts to EULEX, these investigations were resumed. Subsequently, OSD, with Wolf Theiss, lodged a claim with the International Arbitral Centre of the International Chamber of Commerce in Paris.”

The arbitration team representing OSD was led by Florian Haugeneder, who became involved in the matter while a Partner and Head of International Arbitration at Wolf Theiss, before moving from the firm to join Knoetzl last winter (as reported by CEE Legal Matters on January 7, 2016). According to OSD Managing Director Reinhart Gausterer: “We are delighted by this enormous success of our legal team led by Florian Haugeneder. His outstanding advocacy and strategic thinking was at the heart of the successful award on jurisdiction and the present win on the merits. We prevailed on all heads of claim.”

Haugeneder explained: “This success was the result of our fruitful cooperation with a very professional and highly valued client. The case was very important for our client and we prevailed as a team.” 

Partner Christian Mikosch, the Head of Wolf Theiss’s Kosovo Desk, played a significant role in the matter as well, explaining that: “Wolf Theiss used its existing contacts to international institutions in Kosovo to make a decisive contribution to the clarification of these matters. The Dispute Resolution team at Wolf Theiss was therefore able to plan an arbitration action down to the minutest detail.” 

Also representing OSD were current Wolf Theiss Senior Associate Katrin Stauber and current Knoetzl Senior Associate Judith Schacherreiter and Counsel Natascha Tunkel.

Binder Groesswang has advised Volksbank Oberes Waldviertel and Volksbank Niederosterreich in connection with the merger of the banking operations of the two banks. Volksbank Oberes Waldviertel (with a balance sheet total of the transferred banking operations of approximately EUR 166 million) transferred its business by way of contribution to Volksbank Niederosterreich. The transaction was completed on August 2, 2016.

The merger is part of the strategic restructuring of the Austrian Volksbank sector: By 2017, the more than 40 previously existing Volksbank institutions (balance sheet total of approximately EUR 30 billion) will be merged into eight regional Volksbank institutions and two specialized banks.

Binder Groesswang advised, in particular, on the corporate structuring and implementation, on banking supervisory related issues, and on competition law, and represented the banks in proceedings before authorities (i.e., the Companies’ Register, Financial Market Authority, European Central Bank, and Federal Competition Authority).

The firm’s core team was led by Senior Partner Michael Binder and Partner Gottfried Gassner and included Attorneys at Law Claudia Fochtmann and Stefan Frank. The team also included Partner Christian Wimpissinger, Counsel Isabelle Innerhofer, and Associates Mona Holzgruber, Felix Kirkovits, Kerstin Pokorny, Stefanie Ziegler, and Barbara Gangl.

Schoenherr, working alongside lead counsel Gleiss Lutz, has advised the New York private equity fund Lindsay Goldberg on its acquisition of the Schur Flexibles Group from Capiton AG and its management. Kirkland & Ellis advised sellers on the transaction, which remains subject to approval by the antitrust authorities. The purchase price was not disclosed.

The Schur Flexibles Group is an Austria-based producer and distributor of flexible packaging solutions with a turnover of EUR 370 million in 2015 and around 1100 employees. Lindsay Goldberg is a US private equity fund (advised by Lindsay Goldberg Vogel in Europe), which manages own funds of around USD 14 billion. Capiton AG is a Germany-based private equity firm.   

Schoenherr supported Lindsay Goldberg in Austria, Poland, and Slovakia on the legal due diligence and transaction documentation. The firm’s team was jointly led by Austria-based Partner Florian Kusznier, Poland-based Partner Pawel Halwa, and Slovakia-basd Partner Sona Hekelova. They were supported by Austrian Senior Associate Julia Wasserburger, Poland Attorney Wojciech Czyzewski, and Slovakian Attorney Peter Devinsky and Michal Lucivjansky and Associate Tomas Silhanek.   

The Kirkland team was led by Munich Corporate Partners Volker Kullmann and Nicole Schlatter and included Patrick Heinrichs, Mark Aschenbrenner, Roderic Pagel, and Sonja Schmitz.