Category: Deals and Cases

Wolf Theiss has announced that it provided local Austrian advice to FACC on the Chinese company’s EUR 213 million IPO and listing on the Viennese Stock Exchange. As reported by CEE Legal Matters on June 27, 2014, Skadden provided the international advice.

This is the first IPO in Vienna in three years.

Wolf Theiss explained that 49 percent of FACC shares will be traded publicly, with the remaining 51 percent held by the previous sole owner, the Chinese state Aviation Industry Corporation of China (AVIC) company. 

Wolf Theiss’s Banking & Finance Team under the direction of Partner Richard Wolf, supported by Senior Associate Petra Heindl, advised FACC on all legal matters in Austria relating to the deal. They led FACC through the preparation of the IPO, the reorganization of the group, and the Due Diligence, and supported the preparation and approval of the prospectus by the financial market authorities. 

JP Morgan, Morgan Stanley, and Erste Group were aligned as joint global coordinators and joint bookrunners, with UBS as co-bookrunner. 

Wolf Theiss has advised Hendrickson and Winston & Strawn has advised the Frauenthal Group on Hendrickson’s June 18 acquisition of FG’s subsidiaries in Austria, France, and Romania.

In particular, Hendickson — a US automotive supplier — acquired automotive components manufacturers in Judenburg (Austria), Chatenois and Douai (both in France) and Sibiu (Romania) from Austria’s Frauenthal Group for a reported EUR 25 million. The components produced by these members of the “Frauenthal Automotive Group” are delivered to numerous manufacturers in the European utility vehicle industry. 

Partner Christian Hoenig led Wolf Theiss’s team on behalf of Hendrickson, assisted by Associates Christian Hammerl and Doris Buxbaum. Lead counsel for the Frauenthal Group was Winston & Strawn Paris, who also advised on the acquisition of the French subsidiary. Managing Partner of Wolf Theiss Erik Steger believes the deal is an encouraging sign for the future: “Another successful M&A deal shows not only our ability to successfully and promptly handle such deals over several jurisdictions, but is fortunately also an indication of the economic recovery of the whole region.”

White & Case has advised the international bank syndicate led by BNP Paribas as Mandated Lead Arranger on the refinancing of a part of the liabilities of Xella International.

At the heart of the refinancing is a new EUR 325 million secured notes issue by Xella financing vehicle Xefin Lux, arranged by BNP Paribas (Lead Left) and Goldman Sachs as Joint Global Coordinators.

Xefin is using the proceeds of the issue to fund a new credit tranche under Xella’s existing credit agreement, primarily for the early repayment of the credit tranche previously granted to Xella by Xefin. At the same time, it proved possible to indirectly redeem the Senior Secured Notes issued in 2011. As in the case of the 2011 issue, the holders of the new notes are participating indirectly in the security provided for the credit agreement.

Xella is one of the Europe’s largest manufacturers of aerated concrete, high quality dry lining applications and lime. Its products are marketed in more than 30 countries under the brand names Ytong, Hebel, Multipor, Silka, Fermacell and Fels. Xella employs around 6,800 people in 20 countries.

The advice in this matter was provided against the background of a working relationship established over many years. White & Case Partner Leila Roder said: “We advised the financing banks in 2011, when the concern was how to integrate the Senior Secured Notes into the existing financing and security package. In this case, too, we were ideally positioned and able to provide advice in a total of ten jurisdictions, thanks to our experience with bank/bond financing and our global network.”

The White & Case team was led by Partner Leila Roder and Local Partner Matthias Bochum, supported by Associate Charlotte Kreuzberg and other lawyers in White & Case offices in France, the UK, Poland, Slovakia, the Czech Republic, and Hungary.

Gleiss Lutz has advised Syngenta International on its acquisition of the Swedish Lantmannen Group’s winter wheat and winter oilseed rape businesses in Germany and Poland.

The transaction was organized as an auction process and structured as a combined asset and share deal. The amount of the transaction was not disclosed. As part of the transaction, Syngenta and Lantmannen will also enter into an extensive strategic R&D collaboration with Lantmannen in wheat, and Lantmannen will distribute Syngenta cereals and seeds in Sweden.  

Syngenta is a Swiss agribusiness selling seeds and agrochemicals, as well as being involved in biotechnology and genomic research. It was formed in 2000 by the merger of Novartis Agribusiness and Zeneca Agrochemicals. The company employs over 28,000 people in over 90 countries, though over half of its sales are in Emerging Markets.

Mannheimer Swartling has advised Duni on that company’s acquisition of the Paper+Design Group from equity partner Hannover Finanz Group and management.

Paper+Design is a manufacturer of premium designed paper napkins and other tableware products. The company is based in the eastern part of Germany and has approximately 200 employees working in production, logistics, and sales. Paper+Design has an annual turnover of approximately EUR 38 million, with approximately 60% of sales coming from exports to more than eighty markets outside Germany. For its part, Duni is a leading supplier of products for table setting and take-away. The Duni brand is sold in more than 40 markets, and Mannheimer Swartling reports that it “enjoys a number one position in Central and Northern Europe.” Duni has some 1,900 employees in 18 countries, with headquarters in Malmo and production units in Sweden, Germany, and Poland. 

Mannheimer Swartling’s team was led by Claes Albinsson and Oliver Cleblad from Malmo and Frankfurt, respectively, and included Jens Engelmann-Pilger, Christina Griebeler, Annika von La Chevallerie, Ulf Lohrum, Helena Ramadori, and Meike Johnsen.

Karanovic & Nikolic has assisted Croatia’s Agrokor in its successful applications for merger clearance in relation to its combination with Slovenia’s Mercator.

The 2013 acquisition of Mercator by Agrokor was conditional upon competition commissions clearance, and the approval of the Serbia, Croatia, Slovenia, Kosovo, Macedonia, Bosnia and Herzegovina, Montenegro, and Albania authorities thus clears the path for the EUR 240 million deal to be finalized. 

Agrokor is the largest privately owned company in the former Yugoslavia. It produces and distributes food and beverages, and owns Konzum, Croatia’s leading grocery chain. Mercator is the largest retailer in Slovenia and one of the largest retailers and wholesalers in the region.

Karanovic & Nikolic reports that three out of the eight competition authorities initiated in-depth (Phase II) investigations, marking the first time a single case was scrutinized by so many states simultaneously. Phase II investigations are initiated when authorities consider that a transaction could lead to lessened competition in affected markets. In such investigations, authorities use their investigatory powers to collect information from third parties to assess competition concerns arising from a transaction. In Serbia and Croatia, Agrokor offered to divest several assets to dispel concerns raised by authorities. In all other jurisdictions, the transaction was cleared without conditions. 

Karanovic & Nikolic acted as lead advisor on the original deal before obtaining the successful merger clearances. The firm’s legal team was headed by Partner Rastko Petakovic.

Orrick has advised Sberbank CIB as the arranger on a complex refinancing for MLP Group, a leading warehouse distribution operator in Russia and Ukraine.

The USD 500+ million financing was split into two concurrent secured facilities. MLP operates over 730 square meters of industrial warehouse facilities, including two facilities near Moscow and Saint Petersburg and one near Kiev, Ukraine. MLP also owns a land portfolio including a total of more than 120 hectares of land plots near Moscow and Saint Petersburg.

The Orrick team included Dmitry Gubarev, Victoria Bryxa, Svetlana Gareeva, and Maria Shkrabina in Moscow, and Alexander Janes and Paul Denham in London.

Lextal has advised Tallegg and Rakvere Lihakombinaat, Estonian subsidiaries of the HKScan group, on a merger and business name change.

The merger of the two created Estonia’s biggest foods production company, HKScan Estonia, although the brands will continue to trade under the “Rakvere” and “Tallegg” marks.

Lextal also advised on the business name changes of HKScan Group’s subsidiaries in Latvia and Lithuania, Rigas Miesnieks (which changed its business name to HKScan Latvia and does business on the Latvian market as “Rigas Miesnieks” and “Jelgava”) and Klaipedos Maisto Mesos Produktai (which changed its business name to HKScan Lietuva and does business in Lithuania under the “Klaipedos Maistas” brand). 

HKScan is a manufacturer of meat foods and products, as well as ready meals and pet foods. It is Europe’s fifth largest food manufacturer, and is based in Turku, Finland. 

The total turnover of HKScan’s Baltic Group subsidiaries is EUR 175.1 million, which constitutes approximately 10% of the group’s total turnover.

Binder Groesswang has advised MeadWesvaco on the sale of its Beauty and Personal Care Folding Carton Business to the ASG Shorewood Group (” ASG “).

MeadWestvaco Group is a global player and provider of innovative packaging solutions, particularly in the healthcare, beauty and personal care, food, beverage, and tobacco fields.

The Binder Groesswang team consisted of Partners Michael Lind and Michael Binder and Associates Markus Klepp, Christian Dax, and Mark Reinfeld.

Binder Groesswang worked for MeadWestvaco as lead counsel and advisor on questions of Austrian law. Domanski Zakrezewski Palinka advised MeadWestvacoon questions of Polish law. Pillsbury Winthrop Shaw Pittman was lead counsel for ASG, which was advised on questions of Austrian law by Wolf Theiss and on Polish law by Wardynski and Partners.

It’s been a busy few weeks for lead Partner Michael Lind at Binder Groesswang, who previously advised Software AG on the sale of its Austrian SAP Consulting business to the Scheer group and supervised the Scout24 Group on its acquisition of the Austrian Immobilien.net real estate portal (reported by CEE Legal Matters on May 30, 2014) 

Edwards Wildman has advised GTS on the completion of its sale to Deutsche Telekom for a total consideration of EUR 546 million. The transaction remains subject to regulatory approvals. 

GTS is one of the top infrastructure-based telecommunications service providers in CEE and SEE, and is currently owned by a consortium of international private equity firms, including Bessemer Venture Partners, Columbia Capital, HarbourVest Partners, Innova Capital, MC Partners, and Oak Investment Partners. It serves approximately 38,000 customers from a 26,000km fibre optic network and 14 data centers in the Czech Republic, Hungary, Poland, Romania, and Slovakia. In 2012, the company achieved revenues of EUR 347 million and EBITDA of EUR 87 million pro-forma excluding the Slovak assets, which will be retained by the sellers as part of the transaction.  

According to an Edwards Wildman press release, “while the activities of GTS Central Europe in Slovakia will remain with the Sellers, GTS’ existing and prospective customers will benefit from the backing by Deutsche Telekom through expanded European and Global network reach, access to fixed-mobile convergent service offerings. The sale also allows Deutsche Telekom to enhance its capabilities to offer pan-European telecommunication services as well as integrated products in countries where they currently maintain no adequate fixed access network infrastructure.” 

Timotheus Hottges, the CFO at Deutsche Telekom, explained the deal. “We are investing against the trend. GTS is a further element for developing our integrated market position comprising mobile and fixed-line network services. Strengthening our position with business customers is also a core element of our strategy.” And Claudia Nemat, Deutsche Telekom Board member for Europe and Technology, said that, “this acquisition enhances our ability to provide innovative pan-Europeancross-border telecommunications services. Our existing mobile-centric national companies in the Czech Republic and Poland will benefit most from the added fixed-line infrastructure. Therefore, GTS is an ideal addition to our portfolio.” 

Edwards Wildman’s corporate and private equity team was led by Partner Shawn Atkinson, with assistance from Partner Michael McCormack and Associates Jill Hanson and Costa Smith. The office’s EU Competition team was led by Partner Becket McGrath with assistance from Associate Trupti Reddy. Boston-based Partners Steve Meredith and Scott Pinarchick led the US team.  

Steve Meredith and Scott Pinarchick advised lead investors Columbia Capital and MC Partners on the original acquisition in 2008, while Shawn Atkinson advised Bessemer Venture Partners. 

The deal follows Deutsche Telekom’s acquisition of T-Mobile Czech Republic for EUR 0.8 billion, reported on by CEE Legal Matters on February 12, 2014 and February 14, 2014.