Category: Deals and Cases

The Kapolyi Law Firm has advised private purchaser Tamas Gyorgy on his acquisition of 85.6 percent of shares in the Villanyi Szarsomlyo wine producer for a value of EUR 7 million. The sellers were assisted by the Monori Law firm.  

Villanyi Szarsomlyo runs a viniculture that spreads over 120 hectares and grows eight types of red wine grapes — Cabernet Savignon and Franc, Kekfrankos, Kekoporto, Merlot, Pinot Noir, Nero, and Zweigelt — and eight types of white — Chardonnay, Chasselas, Muscat Ottonel, Nectar, Pinot Blanc, Olaszrizling, Savignon Blanc, Szurkebarat, and Tramini. Its wine cellars include the Batthyany Cellar built in 1754. 

Senior Attorney Zita Orban led Kapolyi team advising Tamas Gyorgy.

The sellers were advised by Monori Law Firm Partner Tamas Monori.

The Vujacic law office has advised in the due diligence of the EBRD and KFW Ipex-Bank in connection with a project financing of a wind farm in Krnovo, Montenegro, as well as assisting in the drafting and negotiation of security documents. The Krnovo wind firm is operated by Akuo Energy, and is the first wholly private wind farm in the country. The firm reports a deal value of EUR 98 million.

In July the EBRD reported that it would be extending a senior secured loan of up to EUR 48.5 million to Krnovo Green Energy d.o.o, the subsidiary of Akuo Energy, which will build and operate the 72MW plant. The EBRD also reported at the time that, in parallel with its loan, KfW IPEX-Bank GmbH, a subsidiary of KfW, would be providing a loan of the same amount.

The EBRD also described the project as “the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s,” and said that, once constructed and operational, the wind farm “will represent 8 per cent of the total installed capacity and 6 per cent of total electricity production in Montenegro.” The project is expected to result in CO2 emission reductions of more than 180,000 TCO2 annually, equivalent to removing 11,000 cars from the roads.

Vujacic did not reply to a request for additional information.

The Sajic law firm has been engaged by the Association of Insurance Companies of the Republic of Srpska — one of the two administrative entities in Bosnia and Herzegovina — to initiate procedures designed to assess the compliance of the new Law on Compulsory Traffic Insurance with certain provisions of the Constitution.

The procedure is pending before the Constitutional Court of the Republic of Srpska. 

According to Sajic, “insurance companies in the Republic of Srpska are unsatisfied with [the] imposed obligation to finance certain activities of raising the traffic safety level from insurance premiums.”

The firm’s team consisted of Managing Partner Aleksandar Sajic and Associates Natasa Skrbic and Milica Karadza.

Freshfields has announced that it advised Hewlett-Packard Company on its global division into two separate listed companies – the largest division of a technology company ever.

As  previously reported by CEE Legal Matters (on November 19, 2015), the Hewlett-Packard Company was divided into Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), which includes the industry-leading areas of IT infrastructure solutions for businesses, software, and services, and HP Inc. (“HPI”), which will operate the PC and printers business.

Freshfields’ core team advising on the splitting of the divisions and accompanying corporate reorganization consisted of Franz Aleth, Gregor von Bonin, Oliver von Rosenberg, Peter Stelmaszczyk, Stefan Bajohr, Andrea Zimmermann, Ursula Lier, Andreas Groten, Nils Derksen, Michael Stump, Frederic Mirza Khanian, Christiane Fabel, Maike Proehl, Anastasios Moraitis, and Leo Goetz von Olenhusen. 

Editorial note: Following the publication of this article, Popovici Nitu Stoica & Asociatii announced that it had advised on Romanian matters related to the split. The PNSA team was led by Partner Vlad Neacsu. Subsequently, CHSH announced that it had “advised HP on the complete separation of its PPS business from the rest of its activities in Bulgaria.”

Image Source: Anton Watman / Shutterstock.com

Dechert has advised the Republic of Albania on its successful issuance of EUR 450 million 5.75% Notes due 2020, with the joint lead managers, Deutsche Bank and J.P. Morgan, represented by Allen & Overy.

According to Dechert, “this sovereign bond offering marked the country’s strong return to the international debt capital markets after a nearly five-year absence and against the backdrop of market turbulence surrounding the recent debt crisis in neighbouring Greece and general volatility.”

Dechert Partner Louise Roman, who led the firm’s team on the matter, said: “We were pleased to assist Albania in this landmark transaction, particularly during the difficult conditions in the region. Our team is pleased to have forged a relationship with the excellent team at the Albanian Ministry of Finance, as well as to continue our long track record of advising on sovereign bond offerings across the emerging markets.”

Roman was assisted by Dechert Associate Jennifer Buckett and Trainee Solicitors Annabelle Nelsson and Dona Treska (herself, according to the firm, a native Albanian).

The Allen & Overy team was led by Partner Jonathan Melton, with support from Partner Sachin Dave and Senior Associate Stephanie Dee.

Dorda (DBJ) has advised DIY superstore bauMax on the October 31, 2015 dispossession of 67 of its stores in Austria, Slovakia, Czech Republic, and Slovenia, as part of what DBJ describes as “Austria’s and CEE’s biggest ever distressed M&A asset deal.”

Investor Supernova, from Graz, will become the new owner of the bauMax properties in Slovakia and Slovenia and will be leasing the properties to OBI. DBJ collaborated with Cechova & Partners in Slovakia and Jadek & Pensa in Slovenia for help in those jurisdictions. Wolf Theiss advised OBI on the deal, while Supernova was advised by the Held Berdnik Astner & Partner (HBA) firm. Polish construction materials chain Merkury Market also acquired 18 of the stores, all in the Czech Republic. The Rautner firm advised Merkury Market on that acquisition. Schoenherr advised the banks financing the bauMax group. 

Closing remains subject to normal contractual conditions, and the purchase price was not disclosed.

Since 2012, bauMax has been undergoing a restructuring process characterized by a standstill agreement with over 40 financial creditors and more than 180 bilateral lines. The company has already sold its subsidiaries in Romania, Bulgaria and Hungary (reported on by CEE Legal Matters on October 3, 2014 and April 14, 2015), under an agreement with its former creditors. DBJ has advised bauMax throughout this process.

Speaking about the current deal, DBJ Managing Partner Felix Horlsberger commented on the unusual amount of interaction and effort on behalf of the partier to ensure that the ownership of the real estate – some of which is located in complicated legal structures and/or on third party land – was transferred in a timely manner and with the consent of a number of third parties: “The transaction was unique in terms of the level of its complexity. We are therefore delighted to say we can now successfully close the deal in the interests of our client after over a year of preparations and countless negotiations. Successful deals of this kind in four different countries are somewhat of a rarity in the context of out-of-court restructuring measures.”

The DBJ team advising bauMax was headed by Horlsberger and Senior Counsel Christian Ritschka. The team also included Partners Stephan Polster, Florian Kremslehner, Tibor Varga, and Martin Brodey, Attorneys Gunnar Pickl, Klaus Pfeiffer, Christoph Hilkesberger, and Stephan Steinhofer and Associate Marie-Luise Pugl, Lukas Schmidt, and Jakob Karte.

The Cechova & Partners team consisted of Partner Katharina Cechova and Attorneys Juliana Turcekova and Jana Cernakova. The Jadek & Pensa team was led by Partner Andraz Jadek.

The HBA team was led by Partner Bernhard Astner, and included Partner Monika Tamisch and Associate Karin Groier.

Rautner’s team was headed by Partner Uwe Rautner, supported by Associates Rene Semmelweis and Ana-Maria Iulia Santa and Trainee Shivam Subhash.

The Schoenherr team included Partners Wolfgang Holler, Wolfgang Tichy, and Christian Schumacher, Attorneys Miriam Simsa and Ayla Ilicali, Associates Philipp Wetter and Theresa Goriany.

BauMax also received financial advice from Deloitte FA.

Editorial Note: After this article was published, DLA Piper announced that it had represented UniCredit Leading on Baumax’s sale of its real estate portfolio. When contacted for information, a DLA Piper spokesman explained that UniCredit Leasing had acquired the properties that Baumax used for its retail centers and then leased those assets to Baumax, along with a right for Baumax to purchase the retail centers after the terms of the leases concluded. According to the spokesman, “due to the financial difficulties of Baumax, [DLA Piper] advised UCL in 2014 and 2015 on the early termination sales of all Baumax retail centers financed by UCL. The transaction in question concerned the last part of the portfolio — three retail centers — and was carried out as part of Baumax’s informal debt restructuring process.”

DLA Piper reported advising UniCredit Leasing “on all issues relating to the transaction in question, i.e. – termination of financial leasing agreements, sale of retail centers, debt restructuring negotiations, and related arrangements.” The firm’s team was led by Prague-based Litigation & Regulation Partner Petr Sabatka and Corporate Senior Associate Viktor Pakosta.

Subsequently, the Czech Republic’s Z/C/H Legal announced that it had advised Raiffeisenlandesbank Oberosterreich Aktiengesellschaft and subsidiary companies in the Raiffeisen-IMPULS-Leasing Group on the sale of two shopping centers to Baumax, which had previously been leasing them. The firm’s team was led by Partner Radek Hladky and Senior Associate David Pavlicek.

CHSH Cerha Hempel Spiegelfeld Hlawati and Macedonia’s Polenak law firm have acted as joint counsel to Telekom Austria Group in connection with the merger of its subsidiary VIP Operator Dooel Skopje with One Dooel Skopje, a subsidiary of Telekom Slovenije Group, both operating in the Republic of Macedonia. Baker & McKenzie Italy advised Telekom Slovenije Group on the deal.

In addition, CHSH obtained merger control clearance in Austria, Serbia, and Macedonia for the transaction, which closed on October 1, 2015.

CHSH reports advising on the preparation for as well as on the structuring measures of the shareholders’ agreement. As a result of the transaction, Telekom Austria Group will hold 55% of (and thus sole control over) the newly created entity, whereas Telekom Slovenije will hold 45%. Furthermore, CHSH advised also on the merger agreement and the foundation agreement of the merged entity, which will operate as One.Vip DOO Skopje.

The consolidation — which shrinks the number of mobile network operators in Macedonia from three to two (including Makedonski Telekom (T-Mobile Macedonia)) — was approved subject to commitments following an in-depth review conducted by the Macedonian Commission for Protection of Competition. The commitments include mobile virtual network operator access offered by One.VIP to interested parties. CHSH’s competition law team advised Telekom Austria on the merger control clearance achieved in Austria as well as on obtaining approval for the merger from the competition authorities in Serbia and Macedonia.

Telekom Austria Group is the leading communications provider in the CEE region with approximately 23 million customers operating in eight countries. It is listed on the Vienna stock exchange and has been offering mobile services in the Republic of Macedonia via its subsidiary VIP Operator since 2007. With the acquisition of blizoo Macedonia in July 2014, Telekom Austria Group has also offered fixed-line services in the Macedonian market. 

The CHSH team was led by Managing Partner Albert Birkner and Partner Bernhard Kofler-Senoner, supported by Senior Associates Michael Mayer and Nikolay Yanev, and Associate Nadine Leitner.

Polenak’s team was led by Managing Partner Kristijan Polenak, with Partner Tatjana Popovski Buloski managing on Competition aspects.

Editorial Note: After this article was published, Baker & McKenzie informed us that their firm’s team advising Telekom Slovenjie was led by Partner Fabio Brembati, and included Partner Andrea Perotti and Junior Associate Enrico Fleres

Image Source: telekomaustria.com

Kolcuoglu Demirkan Kocakli has advised the European Bank for Reconstruction and Development in it acquisition of a minority stake of the Turkish port operator Global Ports Holding (GPH) in a move to boost the company’s operations. The Akol Law Office advised GPH (or Global Liman Isletmeleri AS, as it is known in Turkey).

GPH is one of the largest port-operating companies and the largest cruise port operator in the world, with eight ports in five countries in the Mediterranean and Asia Pacific region. It is an arm of Global Yatirim Holding AS (Global Investment Holdings) which operates in the infrastructure, real estate, energy, and financial services sectors in Turkey.

According to the EBRD, “the proceeds of the Bank’s investment will be used to finance the company’s future investments in ports in countries where the EBRD invests. Global Ports’ expansion abroad will promote integration among ports and create network synergies, as well as helping to further consolidate the company’s position in the international market.” The bank also reports that, “an international listing is planned for 2016-18 and is expected to deepen capital market development in the Turkish port and infrastructure sectors, paving the way for other infrastructure companies in the country to list their shares.”

As minority shareholder, the EBRD will nominate a member for the board of Global Ports and will help further advance the company’s corporate governance. 

Sue Barrett, EBRD Director for Transport, said: “We are pleased to provide an important funding boost to Global Ports as it seeks to expand and broaden its horizons along the Mediterranean before a landmark listing.”

Mehmet Kutman, Chairman of Global Ports, said: “I am honoured to follow the footsteps of the founder of GPH, Gregory Kiez, by welcoming the EBRD as our partner, which will support our expansion plan, especially in the cruise port arena where our company is the leading operator worldwide.”

The EBRD started investing in Turkey in 2009, and it currently operates from offices in Istanbul, Ankara, and Gaziantep. In 2014 Turkey became the leading recipient country of the EBRD, with new investments worth EUR 1.4 billion. To date the bank has invested over EUR 6 billion in Turkey, with close to 160 projects in infrastructure, energy, agribusiness, industry, and finance. 

The Kolcuoglu Demirkan Kocakli team was led by Managing Partner Umut Kolcuoglu, supported by Associates Bihter Bozbay and Eylul Topanoglu.

Meltem Akol provided external advice to GPH on the investment.

White & Case has advised Super Group Limited (Super Group) on its acquisition of the IN tIME group from funds advised by Equistone Partners Europe, in a deal that values the company at EUR 153.5 million. Equistone was advised by P+P Pollath + Partners. The transaction should complete in the autumn after approval by the central bank of South Africa.

Super Group is a transport logistics and mobility group listed on the Johannesburg Securities Exchange that provides end-to-end supply chain solutions, fleet management and dealership services. IN tIME is headquartered in Germany with branches across Germany, Sweden, Hungary, Romania, the Czech Republic, and Poland, and operates across a further 13 countries in Europe. It operates in the niche logistics sector of time-critical delivery services, predominantly servicing the automotive industry.

The acquisition expands Super Group’s geographical footprint in Europe and gives it access to proprietary dispatching software developed by IN tIME. The acquisition will in part be funded by the proceeds of a rights offering in South Africa and in part by debt facilities with European banks.

Equistone took a majority stake in IN tIME following a secondary buyout in September 2011. Since then, IN tIME’s annual turnover has increased from EUR 105 million Euros with approximately 400 employees in 2010 to 140 million with approximately 550 employees in 2014. 

A press release issued by Equistone quotes Managing Director Michael Bork as saying that: “Since acquiring IN tIME we have invested in positioning the business for future growth, for example by strengthening the organisational structure of the company, the expansion of the decentralised branch network, and through the acquisition of LTE Transport GmbH. By entering the express air cargo business, creating an internet sales platform and through a SME-client initiative we were able to further expand the strong market position of IN tIME and its product offering. We wish the Directors, Torsten Prelle, and Gerd Rottger, their management team, and the employees continued success in the future.”

The White & Case team that advised Super Group was led by Partner Stefan Koch with the support of Local Partner Matthias Kiesewetter, Partner Tom Schorling, and Markus Althoff. The broader team included Partner Borries Ahrens (Hamburg), Local Partners Daniel Muller (Frankfurt), Hendrik Roger (Hamburg), and Jessica Hallermayer (Hamburg), and Associates Sven-Christoph Riepke (Hamburg), Seiran Sinjari (Stockholm), Malgorzata Mroczek (Warsaw), Petr Topka (Prague), Marc Schuba (Frankfurt) and Hugo Leite (Frankfurt).