Category: Deals and Cases

Squire Patton Boggs lawyers from China, Hong Kong, Germany, and Poland have advised Feike, the German holding of a leading manufacturer of children’s footwear and apparel in China, on its listing on the Frankfurt Stock Exchange. The public offering was conducted in Germany and Poland. 

The Feike group sells its products of leather and canvas shoes, sandals, and sneakers in China under three brands, ‘Feike’, ‘Atongmu’ and, for both children’s clothing and shoes, ‘Lanmao.’ Each brand targets different age groups, from young children to teenagers, and is positioned in different price segments. 

The Squire Patton Boggs team was led by Partner Benjamin Kroymann in the firm’s Shanghai office, and included Furong Ren and Leon Xu in Shanghai, Francis Li and Dennis Chan in Hong Kong, Kai Mertens and Navid Anderson in Berlin, Andreas Fillmann and Thomas Busching in Frankfurt, and Marcin Wnukowski, Pawel Magierowski, and Dominika Kupisz in Warsaw. 

“We’re pleased to have acted for Feike AG on this important step in its ongoing business growth,” commented Benjamin Kroymann. “There continues to be a steady stream of Chinese businesses looking to raise capital abroad. Their expansion strategies reflect the changing consumer demands and a rapidly growing consumer market which we have seen emerge in the Chinese economy over the past few years.”

White & Case is advising the New World Resources group (NWR), the central European hard coal producer, on the restructuring of its balance sheet via a UK Scheme of Arrangement and a Rights Issue and Placing.

According to the firm, “a key milestone in the restructuring was achieved on July 29, with the UK courts granting NWR permission to hold creditors’ meetings where the group’s noteholders can vote on the restructuring.”

London-based White & Case Partner Rebecca Campbell, who co-led the team of lawyers which advised NWR, said: “Our cross-border and multi-disciplinary legal team has been supporting NWR through a prolonged period of depressed pricing in the coal sector and we’re very pleased to have helped ensure the restructuring is on track for completion by the end of September. By combining the Firm’s experience and capabilities in mining, restructuring, debt and equity capital markets, corporate and tax we were able to manage a restructuring process involving multiple financial and non-financial stakeholders which will allow NWR to focus on its operational turnaround. Because its business operations are principally in the Czech Republic and NWR is listed in London, Prague and Warsaw, a complex restructuring was required to ensure that, in each jurisdiction, the transaction complied with the applicable capital markets rules and gained regulatory approval.”

The White & Case team that advised NWR was led by Campbell and London-based Partner Christian Pilkington, and included London-based Partner Philip Broke and Prague-based Partner Petr Panek, with support from London-based Associates Boris Docekal, Kevin Heverin, Tim Lees, Narinder Surae, Jasmine Grewal, Johanna Hayward, Wes Budler, and Richard Pogrel, and Prague-based Karel Petrzela.

Wolf Theiss has advised the US pharmaceutical giant Baxter on the sale of its commercial vaccine business to Pfizer for a reported USD 635 million.

Baxter’s commercial vaccine business, which has had an annual turnover in recent years of USD 300 million, develops vaccines against, among other things, meningitis and influenza. 80 percent of the Baxter BioScience portfolio was produced by the 4,400 employees in Austria and exported to more than 100 countries worldwide. Baxter had earlier posted international vaccine sales of USD 110 million in the second quarter, while Pfizer, the largest U.S. drugmaker, reported that its global vaccines business had sales of USD 1.1 billion in the second quarter.

Wolf Theiss Corporate and M&A Partner Horst Ebhardt led the deal, supported by Counsel Hartwig Kienast, and Associates Karin Stauber and Christoph Zechner. Partner Kurt Retter worked on all Public Law aspects, with the assistance of Senior Associate Wolfram Schachinger. Tax Partner Niklas Schmidt and Employment Counsel Walter Poeschl were also involved, as was Intellectual Property expert Counsel Roland Marko and Real Property Counsel Karl Binder. The Wolf Theiss office in Prague was involved as well, in the persons of Libor Prokes, Anna Diblikova, Bill Finney, and Pavel Srb.

Electrocentrale Bucuresti (ELCEN), the largest producer of termic energy in Romania, has signed a EUR 170 million joint venture agreement with Marubeni Corporation on July 29 to build a gas heating plant of approximately 250 MW in Fantanele, Romania. 

The company resulting from the joint venture, Fantanele Gas Power, will be 90% owned by Marubeni Corporation, and the remaining 10% will be owned by ELCEN. The plant will operate as an independent energy producer. In signing the deal, the Marubeni Corporation was assisted by Tuca Zbarcea & Asociatii. The firm’s team was led by Partner Sorin Vladescu. 

The new company will be listed in the Commerce Registry in August, 2014. According to current estimates, the construction of the plant will take approximately 18 months. Commercial exploitation of the new plant is planned for 2017.   

This article is powered by our friends at LegalMarketing.ro. 

Hengeler Mueller has advised the newly-established Opel Group in its assumption of full responsibility as the lone original equipment manufacturer for the Opel/Vauxhall business in Europe, including Russia.

The firm advised Opel together with the in-house General Motors Europe legal team on the transaction. In addition to Germany, Opel has plants in Poland, Russia, Hungary, England, Spain, and Switzerland.

The Hengeler Mueller team included Partners Ingo Klocker, Hans-Joachim Liebers, and Hendrik Bockenheimer, as well as Associates Maximilian Clostermeyer and Christian Hausser.

Baker & McKenzie has successfully advised BCP Securities and BNP Paribas as arrangers and permanent dealers on the establishment of a debut USD 50 million Euro-commercial paper program for Muganbank, a leading commercial bank in Azerbaijan, and the first offering of notes under the program.

The firm describes this as “the first ECP program established in Azerbaijan”, and says that the proceeds from the issue will be used for the bank’s general corporate purposes.

With 38 branches and seven sub-branches throughout Azerbaijan, Muganbank’s primary business consists of lending, deposit taking, payments and money transfers, commercial activities, foreign currency trading and issuing guarantees.

Baker & McKenzie’s team was led by Moscow-based Partner Roy Pearce, working with Baku-based Partner Altay Mustafayev, and Associate Sahar Kianfar. In a statement released by the firm, Pearce stated that, “we are delighted that our cross-border team was able to help Muganbank successfully enter the  Euro-commercial paper market and believe this will prove to be an attractive source of funding for other banks and corporates in Azerbaijan.”

Elmir Hasanov, Chairman of Muganbank’s management board, was similarly pleased, saying that, “I would like to emphasize that it is our first entry into the European market. Many thanks to our partners for their great teamwork that helped us in this accomplishment. I hope the successfully established close cooperation will bring us further success and new achievements.”

Lawin has advised PSI Group in its acquisition of 100 percent of the shares in New Vision Baltija from NV Invest.

The total value of the transaction exceeded EUR 5 million (LTL 17.3 million), and the deal closed on July 11. 

New Vision Baltija is a market leader within Retail Solutions in Lithuania, Latvia, and Estonia. The company also has subsidiaries in Finland and Russia. PSI Group is listed on the Oslo Stock Exchange and is a leading international provider of advanced technological solutions for securing cash through the SQS Security Qube and CashGuard systems, and is a major supplier of retail technology to the Scandinavian market.

The Lawin team was led by Partner Zilvinas Zinkevicius and Associates Ruta Besusparyte and Aleksandr Asovskij.

Debevoise & Plimpton has issued a press release affirming its representation of Mobile Telesystems (MTS) against the Uzbek government before the International Center for the Settlement of Investment Disputes (ICSID).

The matters — which was initially registered at the ICSID in November, 2012 — involves MTS’s claims that the Uzbek government forcefully bankrupted its business, revoked its license, confiscated its property, and imposed punitive sanctions.

The Uzbek government is represented before the ICSID — a member of the World Bank Group — by the U.S. law firm Boies, Schiller & Flexner.

tmt

Gleiss Lutz has advised the M+W Group on the sale of its global process automation business (M+W Process Automation) to the Canadian automation specialist ATS Automation Tooling Systems (ATS).

The transaction is subject to antitrust clearance and is expected to be closed in autumn 2014. The transaction volume is approximately EUR 255 million.     

M+W Group’s management decided to sell its automation business as part of a general move towards focusing on its core competencies — engineering and construction. In 2013, automation contributed approximately EUR 170 million to the M+W Group’s total revenues of EUR 2.56 billion. A number of industry partners and financial investors took part in the bidding procedure, but after discussions were complete, ATS emerged successful.

M+W Process Automation currently has some 970 employees in 16 countries around the world, including Germany, Belgium, Poland, the Czech Republic, the US, and China. It is one of the world’s largest manufacturer-independent automation solution providers focusing on software development for the control and visualization of critical production processes. Customers include companies from the automotive, chemicals and pharmaceuticals sectors, as well as other industries.     

Gleiss Lutz acted as lead counsel on the deal, coordinating several other international law firms involved. In particular, the transaction involved a number of aspects of US law, which were dealt with in close cooperation with US law firm Baker Hostetler.

The Gleiss Lutz team consisted of Partners Jochen Tyrolt and Michael Arnold, as well as Johannes Schragle, Nico Holtkamp, Markus Martin, Achim Dannecker, Cindy Lahusen, Markus Wystrcil, Stefan Weidert, Herwig Lux, Linda Bittner, Claudia Wirth, Stefan Kleimaier, Matthias Karl, Philipp Pichler, Patrick Gruner, and Frank Schlobach. 

Nicole Gerstle, Timo Fahrion, Corinna Arnold, and Klaus Taraschka were involved as M+W Group’s in-house counsel.  

Hengeler Mueller has announced that it has advised Aalberts Industries on its announced intention to make a voluntary public offer of approximately EUR 119 for all outstanding shares to the shareholders of Impreglon SE.

This results in a premium of more than 21% compared to the closing price of EUR 11.55 of the Impreglon share on the XETRA stock exchange on July 7, 2014. The offer price is around 57% higher than the closing share price on December 31, 2013 (which was EUR 8.93). The major shareholders of Impregion agreed on July 7, 2014, to participate in the public offer. 

Impreglon, with head office based in Luneburg, Germany, was founded in 1983 and has been listed on the stock market since 2006. Impreglon is expecting annual revenue of approximately EUR 140 million in 2014 and is active worldwide in surface treatment via 31 owned production locations and 4 franchise operations in 15 countries in Europe, Eastern Europe, North America and Asia. Impreglon is mainly active in the market segments of machine building, repair and revision after sales markets, and to some extent in automotive. The high grade technologies used by Impreglon for surface treatment are almost completely supplemental to Aalberts Industries. Impreglon has a strong position in especially surface treatments combined with polymer which improves the resistance to wear and the sliding characteristics of components. The company also excels in thermal spray technologies, a high grade service market for the performance of partial surface treatments.

Aalberts Industries is mainly active in surface treatment with 26 production locations in Europe, Eastern Europe, and China. 

Henning Claassen, the founder and CEO of Impreglon, said of the offer that: “The high growth potential in the market for surface treatment can be realised much better through cooperation with Aalberts Industries, which has the ability to invest in further growth of Impreglon. Also Impreglon will have a good solid perspective looking to the future when I will retire from my activities. Due to these reasons I fully support the offer of Aalberts Industries, utilising the complementary surface technologies and market positions of both companies. Impreglon and Aalberts Industries have a comparable entrepreneurial culture and lead their operational companies in the same decentralised way where (local) entrepreneurship is important. Aalberts Industries is for Impreglon’s future the ideal strategic partner. The Board acknowledges that the offer of EUR 14.00 per share and EUR 132.33 per convertible bond is a substantial premium relating to the existing share price and levels in the past”.

The Hengeler Mueller team is led by Partners Matthias Hentzen and Bernd Wirbel and includes Associates Matthias Cloppenburg and Frederik Gartner.