Category: Deals and Cases

RTPR Allen & Overy has advised private equity funds managed by 3TS Capital Partners on three recent transactions: Investments by the Catalyst Romania fund in Intelligent IT and Marketizator, and an investment by the Technology in Central and Eastern Europe fund in Internet Corp. Marketizator Friends was advised on its investment by Ionescu si Sava, and Intelligent IT was advised on its by DLA Piper Dinu.

Intelligent IT is the developer of the SmartBill billing software, and Marketizator Friends offers optimization services, surveys, traffic segmentation, and web personalisation to online businesses. Internet Corp. is, according to RTPR Allen & Overy, “one of the biggest players on the online publishing market at the moment which owns several well-known websites such as wall-street.ro, 9am.ro, start-up.ro, etc.”

Investments in Intelligent IT and Marketizator Friends were made through a share capital increase by Catalyst Romania. The Internet Corp transaction involved the acquisition of additional shares in the company.

The RTPR Allen & Overy team advising 3TS Capital Partners included Managing Partner Costin Taracila, Counsel Alina Stavaru, Associate Laurentiu Tisescu, and Associate Andrei Lupu. 

The Ionescu si Sava team advising Marketizator Friends consisted of Managing Partner Radu Ionescu and Attorney Diana Turturica.

The DLA Piper Dinu team advising Intelligent IT on the share capital increase by Catalyst Romania consisted of Counsel Ana-Maria Andronic and Senior Associate Cristina Bucur.

Sorainen’s Estonia office has advised Livonia Partners, a pan-Baltic private equity firm, on the acquisition of a majority stake in Ha Serv, a leading manufacturer of wooden sauna components, ready-made saunas, and thermal wood products, from A&K Holding OU. Tark Grunte Sutkiene advised A&K Holding, and Cobalt advised the Ha Serv management team, which retains a significant minority share of the company after the deal.

Family-owned Ha Serv, which was established in 1996, has almost 200 employees working out of the manufacturing facility in Reola, Estonia. The company serves over 240 customers in more than 25 countries worldwide, and has revenues exceeding EUR 20 million.

This is the first investment by Livonia Partners, which recently announced the launch of its first fund for investing EUR 70 million in successful, well-managed medium-sized enterprises in the Baltic region. The fund’s investors include the EBRD, the European Investment Fund, and finance development agencies of the Baltic countries. Founding Partner Kaido Veske says “Ha Serv exactly fits our investment strategy. The company has a long-standing history of manufacturing high-quality wood components and has consistently grown its customer base year on year. We see many opportunities for growth for Ha Serv, including further developing its product range and expanding its geographic reach. We are excited to be working with the management team and its employees to realize the company’s next phase of growth.”

The Sorainen team consisted of Partner Toomas Prangli, Specialist Counsel Kadri Kallas, and Associates Kai Vainola and Triin Tigane.

Cobalt Partner Kristel Raidla-Talur led that firm’s team, while the Tark Grunte Sutkiene team was led by Partner Margo Lemetti. 

Wolf Theiss has advised Johnson Controls on its third investment contract with the Government of Macedonia, which was signed on February 2, 2016.

According to Wolf Theiss, Johnson Controls will build, own, and operate a new production facility in the Technological Industrial Development Zone Strumica for the manufacture of car seats, creating up to 3,000 jobs over three years. Investors in the special Technological Industrial Development Zones benefit from various approved state support, including employee incentive programs. The investment will start as an investment into an existing facility with a new factory to be developed in 2017.  

This marks Johnson Controls’ third investment in Macedonia, following the December 2007 opening of a production facility for electronic dashboard components in Skopje and the 2011 opening of a facility for the production of car seat covers in Stip. 

“We are very pleased again to support Johnson Controls on its investment in new production facilities in South East Europe,” said Wolf Theiss Partner Richard Clegg. “This facility forms part of a growing regional manufacturing network providing quality products for car manufacturers and reflects positively on the skills and advantages of the region.”

The Wolf Theiss team advising Johnson Controls was led by by Richard Clegg, Jasmina Uzova, and Iva Georgieva from the firm’s Sofia office, with Ana Minoska of Macedonia’s Minoska Law Office working alongside.

The investment was negotiated on behalf of Macedonia by the country’s Directorate for Technological Industrial Development Zones.

Image Source: johnsoncontrols.com

Leroy si Asociatii advised France’s Lactalis on its acquisition of Romanian dairy producer Albalact Alba Iulia. Schoenherr advised the shareholders of Albalact on the transaction, which Leroy si Asociatii describes as “the first significant voluntary takeover bid to be carried out on the Bucharest Stock Exchange.”

According to Leroy si Asociatii, Albalact is the largest dairy producer in Romania.

The Leroy si Asociatii team included Partners Bruno Leroy and Andreea Toma.

The Schoenherr team involved in the project included Partners Markus Piuk and Narcisa Oprea, Attorney-at-Law Veronica Alexeev, and Associates Cristina Tudoras and Vlad Sandulescu.

Russia’s Lidings law firm has announced that it is advising China CAMC Engineering on its entrance into the Russian market.

China CAMC Engineering is an incorporated company affiliated with the China National Machinery Industry Corporation. It was established in May 2001 and was listed on the Shenzhen Stock Exchange in June 2006. CAMCE’s business mainly consists of engineering procurement construction projects, domestic and overseas investment, and trade. Its business covers industrial, agricultural, water engineering, power, and communication projects. 

Lidings’ advice to CAMCE focuses in particular on the company’s admission to participate as a self-regulatory organization (SRO) in the Russian construction industry and on obtaining work permits for foreign employees in Russia.

Glimstedt has advised the Vienna Insurance Group on its acquisition of a majority of shares of the BTA Baltic Insurance Company, which is headquartered in Latvia and has branch offices in Lithuania and Estonia. Vilgerts advised BTA on the deal. The purchase agreement is subject to regulatory approval. Neither the percentage of shares acquired by VIG, nor the value of the acquisition, was disclosed.

Prior to this deal, BTA Baltic had just one shareholder: BTA Insurance Company SE. Key shareholders in BTA Insurance Company SE include Gints Dandzbergs and Pauls Dandzbergs, each of whom holds between 20-33% in the company.

“With this transaction we have achieved an important goal of VIG’s strategic development in the Baltics,” said Franz Fuchs, responsible for the Baltic markets on the VIG Managing Board. “We rank among the top players in life as well as in non-life in the Baltic States, for economic reasons a particularly interesting region within the EU. Moreover this acquisition opens up very good opportunities for cross selling of life and non-life products.”

In 2014 BTA Baltic recorded gross premiums of around EUR 117 million (EUR 112 million in 2013), with Lithuania accounting for 46.1 percent of the total, Latvia for 40.5 percent, and Estonia for 13.4 percent. Profit before tax in 2014 amounted to EUR 10.6 million (EUR 6.6 million in 2013). The company has a market share of about 20 percent in Latvia, where it is the second-largest insurer on the non-life market. It is also the second-largest non-life insurer in Lithuania, with a market share of around 14 percent. BTA Baltic is Estonia’s seventh-biggest insurance company, with a market share of about 6 percent. Through the acquisition of BTA Baltic VIG will become one of the top 3 insurers in the non-life market of the Baltic States.

The Glimstedt team included Riga-based Partner Peteris Dalderis, Tallinn-based Associated Partner Leho Pihkva, and Vilnius-based Associated Partner Andrius Ivanauskas.

This marks VIG’s second acquisition in the Baltics in recent months, following its July 29, 2015, purchase of 100% of the shares of the Baltikums insurance company from BBG AS, Baltikums Bank AS, and two private individuals (reported by CEE Legal Matters on August 5, 2015).

Editor’s Note: In late August 2016 Glimstedt reported that the transaction had closed.

Sorainen and Weil Gotshal have advised Providence Equity Partners on its acquisition of the Bite telecom group from Mid Europa Partners for an undisclosed value. Cobalt and Freshfields Bruckhaus Deringer advised Mid Europa Partners in the transaction, which is expected to close in the first quarter of 2016.

Providence Equity Partners is a global asset management firm with USD 45 billion in assets under management across complementary private equity and credit businesses. 

The Bite Group controls a leading mobile operator in the Baltic countries (the second largest in Lithuania and number three in Latvia). The Group offers a range of mobile services, Internet access, and data services to over 1.58 million business and residential customers.  Mid Europa acquired Bite in 2007 from Danish operator TDC for EUR 450 million.

Frederick Hrenchuk, CEO of Bite, commented: “With Mid Europa’s support we have developed Bite into one of the most dynamic, high quality and customer oriented mobile operators in Europe. We are grateful for their strong commitment to Bite’s long term strategy and look forward to further strengthening the business under the ownership of Providence.”

Michelle Capiod, Partner of Mid Europa commented: “Combining strong leadership and execution, Frederick Hrenchuk and his team have focused on delivering an outstanding customer experience, which has proven to be a winning strategy for Bite. We would like to thank Bite management and employees for their outstanding achievements and wish them continued success as they embark on an exciting journey with their new owner.”

The Sorainen team was led by Partners Algirdas Peksys and Laimonas Skibarka and included Specialist Counsel Stasys Drazdauskas, Senior Associates Jonas Kiauleikis, Jurgita Karvele, Ieva Andersone, and Janis Bite, and Associates Jorens Jaunozols, Natalija Sestakova and Valts Nerets.

Cobalt’s team in Lithuania consisted of Partner Elijus Burgis and Senior Associate Eva Suduiko. The firm’s team in Latvia consisted of Partner Guntars Zile and Senior Associate Toms Sulmanis.

Image Source: www.bite.lt

CMS has advised Polish private equity fund Innova Capital on the acquisition of Slovenia’s Trimo Group, a leading European provider of complete solutions for building envelopes and steel facade systems. The sellers are nine banks, including Slovenia’s largest bank, Nova Ljubljanska Banka (NLB). The transaction is subject to merger control approvals and is scheduled to close in Q1 2016, once conditions precedent have been fulfilled.

According to a CMS press release, “thanks to its investment in the Trimo Group, Innova Capital is gaining access to the highly attractive European market for complete solutions in steel buildings, roofs, facades, modular units and sound-proof systems. The Trimo Group operates in over 50 countries including Slovenia, Serbia, the UK, Macedonia, Russia and Poland and its products have seen growing presence, having been installed among others at Heathrow Airport, a McLaren Production Centre in the UK and numerous Porsche dealerships.”

The CMS team advising Innova Capital was led by Warsaw-based Partner Graham Conlon and London-based Associate Valentina Santambrogio, with assistance from Ljubljana-based Partner Ales Lunder. Other CMS lawyers involved included, in Slovenia, Brigita Kraljic, Uros Bogsa, Amela Zrt, Vesna Tisler, Maja Pukl, Matevz Klobucar, Tajda Vrhovec, and Ursa Jozelj; in the UK, Robert Lammiman, Anna Spichenko, Agnes Solyom, Kyle Abrey, Louise Cakar, Miklos Boros, Katia Ramo, and Charlotte Higgins; in Serbia, Marija Tesic, Maja Stepanovic, Rasko Radovanovic, Popovic Djordje, Marija Marosan, Nenad Kovacevic, and Sonja Gitaric; in the United Arab Emirates, John O’Connor, Hiba Mahmud, Matthew Culver, Sarah French, and Ramez Krishnan; in Russia, Maxim Boulba, Maria Ermolaeva, and Timur Sadvakasov; in Macedonia, Marija Filipovska; and in Croatia, Hrvoje Bardek and Marija Zrno.