Category: Deals and Cases

Gleiss Lutz has advised AVIC Electromechanical System Co. (AVICEM), on its acquisition of the German automotive supplier KOKINETICS. The transaction was completed at the end of May, and financial terms were not disclosed.

AVICEM is a subsidiary of the Chinese state-owned AVIC Group (Aviation Industry Corporation of China), a Chinese state-owned aerospace and defense company. Its subsidiary AVICEM, with 28 subsidiaries of its own – including four listed companies – and around 70,000 employees, specializes in electromechanical aircraft and automotive components. Kokinetics supplies the automotive industry with seat mechanisms and components, complete metal structures for car seats, and transmission parts. The company is headquartered near Frankfurt, and has significant production sites in Germany and the Czech Republic.   

The Gleiss Lutz team advising AVIC on the transaction was led by Partner Michael Burian and Counsel Jana Glock, supported by Partners Thomas Winzer, Verena Hechenblaikner, Matthias Sonntag, Tim Weber, Andreas Neun, Wolfgang Bosch, and lawyers Nico Holtkamp, Linda Bittner, Konrad Discher, Benjamin Herz, and Antonia Harbusch.

Mannheimer Swartling has advised the Intersnack Group in its acquisition of the Estrella Maarud salted snacks manufacturer from Herkules Private Equity Fund II.

Estrella Maarud is a leading manufacturer and supplier of branded salted snacks in the Nordic and Baltic countries, with brands including Maarud, Estrella, and Taffel. The company has approximately 430 employees and had a turnover of EUR 130 million in 2013. Intersnack is a pan-European group in the salted snacks business with a turnover in 2013 of EUR 2 billion and more than 8,000 employees.

Intersnack was advised by Wikborg Rein, Borenius, and Mannheimer Swartling. Mannheimer Swartling’s team included Johan Ljungberg, Terese Holmqvist, Andrea Dahren, Maria Bouvin, Linnea Ljung-Haanas, Bita Pourmotamed, Emil Albihn Henriksson, Gustav Lundin, Nathalie Jonsson, Magnus Prick and Sofia Tot.

Hogan Lovells is advising Mitsubishi Heavy Industries (MHI) on its participation in a global joint venture between Mitsubishi-Hitachi Metals Machinery — itself a joint venture between MHI, Hitachi, and IHI Corporation — and Siemens, in the field of metals machinery technology.

The firm is advising MHI on all aspects of the transaction. The joint venture will be a global full spectrum supplier of facilities, products, and services for the iron, steel, and aluminum industries, and will have more than 9,000 employees. Its headquarters will be located in Great Britain and its main divisional centers will be in Linz, Erlangen, Hiroshima and Tokyo.

MHI, which is listed on the Tokyo stock exchange, is a multinational engineering, electrical equipment, and electronics company headquartered in Tokyo, Japan. It employs over 60,000 people worldwide.

Siemens, which is listed on the Frankfurt stock exchange, is a multinational engineering and electronics conglomerate company headquartered in Berlin and Munich. It is Europe’s largest engineering company, and employs over 350,000 people worldwide.

The completion of the transaction is subject to clearance from the relevant competition and other regulatory authorities.

The transaction is being led out of Hogan Lovells’ London office by Corporate Partner Ben Higson, supported by a large team from offices including the UK, Belgium, Germany, Japan, and the US, and involving Partners Matthias Hirschmann, Karen Hughes, Christian Stoll and Chris Thomas, Of Counsel Robert Darwin, and Senior Associate Jan Blockx.

Commenting on the transaction, Ben Higson said: “We are delighted to be advising MHI on this important transaction, which brings together two partners with outstanding and complementary technological competencies.  We are enjoying working closely with the legal and M&A teams at MHI, whom we know well, and are looking forward to continuing to support MHI through to completion.”

Baker & McKenzie has issued a press release explaining its role in the Giesecke & Devrient joint venture with the German Bundesdruckerei (the Federal Printing Agency), reported in CEE Legal Matters yesterday.

The new joint venture, operating under the name Veridos, will be headquartered in Berlin. Bundesdruckerei and Giesecke & Devrient will, however, continue to independently pursue business in Germany, their business activities on the private sector market, and in banknote printing. Giesecke & Devrient (G&D) will hold a 60 percent share in Veridos and 40 percent in Bundesdruckerei. The supervisory bodies of both companies, the G&D shareholders, and the Federal Ministry of Finance as owner of Bundesdruckerei, have all approved the establishment of this joint venture. Subject to approval under cartel law, Veridos will commence business operations in mid-2014. 

G&D is a leading global technology provider with its headquarters in Munich, Germany, and with 58 subsidiaries, joint ventures, and associated companies in 32 countries across every continent. At the end of 2013, G&D had approximately 11,660 employees and in fiscal 2013 generated total sales of EUR 1.75 billion, of which around 90 percent was earned outside Germany.  

Baker & McKenzie’s team on the deal was led by Partner Jon Marcus Meese, assisted by Partner Steffan Scheuer, Marc Gabriel, and Nobert Mucki, and Associates Eva-Maria Worm, Katja Giese, Tino Marz, Stefanie Tuma, Johannes Teichmann, and Verena Barenbrinker.  

Giesecke & Devrient’s in-house team included Reinhard Warmke (Group Vice President and Head of Corporate Legal Services), Alexandra Baumgartner (Senior Legal Counsel), Jutta Hausler (Head of Employment Law/Industrial Relations), and Stefanie Kainz (Senior Legal Counsel).

Borenius has announced that it advised the Helsinki-based Paroc Group in connection with an offering of EUR 430 million high-yield notes to international investors as part of the Group’s refinancing.

Paroc is the leading manufacturer of energy-efficient insulation solutions in the Baltic Sea region. Its products are manufactured in Finland, Sweden, Lithuania and Poland and, as of 2013, also in Russia. Borenius acted as the Finnish, Russian, and Lithuanian counsel to the Group. Cravath, Swaine & Moore advised Paroc Group with respect to US law. 

Simultaneously, the firm announced that it assisted Paroc Group on Finnish, Russian, and Lithuanian law aspects of a new EUR 60 million revolving credit facility. English law advice was provided by Macfarlanes LLP.

Borenius’s Capital Markets, and Financing teams were led by Partners Juha Koponen and Andrei Aganimov, respectively. Managing Partner Jari Vikio oversaw the coordination of the refinancing arrangement.

Also involved were Capital Markets lawyers Henri Isohanni and Elina Toivakainen, Finance Partners Johannes Ahti and Jenna Saario, Tax lawyers Janne Juusela, Nerijus Jurkus, and Einari Karhu and Sanna Lindqvist, Environmental lawyers Casper Herler, Jessica Hellstrom, Henna Lusenius, Juha Maapera, Insolvency lawyer Antti Husa, Competition lawyer Ilkka Aalto-Setala, Employment lawyers Jani Syrjanen and Juhana Nevala,and Corporate lawyers Andreas Doepel, Evgenia Tetervkova, Ilya Kotov, Evaldas Valciukas, and Jonas Kialeikis.

The Red law firm has advised UAV Factory in cross-border financing for development of unmanned aerial vehicles and platforms.

The parties involved in the deal are legal entities and individuals from Latvia, Estonia, and the United States. The investor is the co-founder of communication software company Skype.

Established in 2009, UAV Factory supplies its long endurance unmanned aircraft, pneumatic catapults, onboard generator systems, and portable ground control stations to customers in over 30 counties. UAV Factory products can also be used for military purposes.

According to a statement on its website, Red prepared “the transaction agreement as well as the organizational chart for the target company and prepared other documents necessary for the implementation of the transaction and relevant registrations.”

The transaction was advised by Red Partner Sintija Radionova and Associates Konstantins Telakovs and Zanete Raize.

Linklaters has advised Bundesdruckerei on the formation of a joint venture with Giesecke & Devrient.

The new joint venture will operate under the name Veridos, and will bundle both partners’ international business with solutions for secure identification, such as passport and ID card systems for governments. Bundesdruckerei will hold a 40% share in Veridos and G&D a 60% share.

The parties have agreed on Berlin as the new company’s headquarters. Additionally, the company will have an operating facility in Munich, a production site in Greece and other subsidiaries in Canada, Mexico, and Brazil and will operate independently on the international market. Subject to approval under competition law, Veridos will commence business operations in mid-2014.

The parties continue to independently pursue their business in Germany, their business activities on the private sector market, and in banknote printing.

Veridos will be a one-stop supplier and technology leader for ID solutions for the international government market. Veridos will provide a total of around 400 jobs.

According to Linklaters, the portfolio of Bundesdruckerei and G&D includes “one-stop solutions for the production and personalisation of passport documents, ID cards and cards for the health sector as well as driving licences via issuance, personalisation and document management systems right through to solutions for border control and identification of individuals. eID systems to authenticate and protect electronic internet transactions and to safeguard communications by public agencies are another important part of this portfolio.”

The Linklaters team was led by Partner Christopher Bremme, and included Detlev Schuster, Jan Endler, Oliver Rosenberg, Kirsten Placke, Martin Borning, Thorben Eisenbeiss, Martin Dressel, Christian Ley, Julia Sack, Anna Reshetina, Alexander von Heinz, Dr Ferry Buhring, Beatrice Moller, Jens Hollinderbaumer, Katja Kupko, and Elena Rodriguez.

Linklaters has advised buch.de internet stores on the squeeze-out of its minority shareholders by Thalia Holding.

The squeeze-out resolution was adopted at buch.de internetstores’ general meeting on April 2, 2014 and has already been entered in the commercial register. In addition to the squeeze-out advice, Linklaters assisted buch.de in preparing and holding the general meeting.

buch.de internetstores, based in the Westphalian city of Munster and founded in 1998, specializes in trading books and other media online. It operates the buch.de, bol.de, and alphamusic.de websites as well as Thalia’s German and Austrian websites. In the financial year 2012/2013, it generated a turnover of EUR 97.7 million and employed around 180 people. Its principal shareholder is Thalia Holding, a subsidiary of Douglas Holding. Over the past years, Linklaters has advised Douglas on transactions such as the take-over by the financial investor Advent International and the squeeze-out of the minority shareholders by way of the transfer to Beauty Holding Two.

Mayer Brown has advised Standard Chartered Bank and BNP Paribas on a five-year USD 3 billion loan facility to Canadian-based First Quantum Minerals, which has seven operating mines and five development projects around the world.

The facility comprises of a USD 1.2 billion Term Loan Facility available to draw until April 8, 2016 and a USD 1.8 billion Revolving Credit Facility available to draw until March 8, 2019.

Standard Chartered Bank and BNP Paribas were the Initial Mandated Lead Arrangers and Underwriters in the syndication, which also includes ABSA Corporate and Investment Bank, Barclays Bank Zambia, Barclays Bank Mauritius, Credit Agricole Corporate and Investment Bank, HSBC Bank, ING Bank., and Societe Generale joined as Mandated Lead Arrangers. Citibank, Export Development Canada, FirstRand Bank, Natixis, and Nedbank Limited joined as Lead Arrangers. Credit Suisse, Deutsche Bank, J.P. Morgan Chase Bank, Royal Bank of Canada, and Standard Bank of South Africa also joined the syndication, as will Jefferies Finance. 

The facility will be used by First Quantum Minerals to support the company’s growth strategy.

As part of the arrangement Mayer Brown also acted for Standard Chartered Bank on a USD 350 million facility to Zambia-based Kansanshi Minerals – the owner of Africa’s largest copper mine – which is part of the First Quantum Group.

This deal involved working with 40 different First Quantum borrower companies across 14 jurisdictions, including Mauritania, Zambia, Finland, Peru, Turkey, Spain, Canada, and Australia. 

Banking & Finance Partner Rachel Speight led the Mayer Brown team. She was assisted by Senior Associate Doye Balogun and Associates Bushra Shabazz, Sarai Jacob, and Mani Teherani.

Schoenherr has advised VB-Leasing International (VBLI), the joint venture between Osterreichische Volksbanken (OVAG) and German VR-Leasing AG, on the sale of VB Leasing Poland and VB Leasing Romania to the Polish company Getin Holding.

The relevant agreement was executed on May 15, 2014. According to Schoenherr, the sale is “another milestone in the two companies’ strategic re-alignment to focus on their core business.” The sale of the remaining subsidiaries of VBLI remains ongoing.

Vienna-based VB-Leasing International has been a well-established equipment leasing provider in Central and Eastern Europe for 20 years. It owns eight subsidiaries in the Czech Republic, Slovenia, Croatia, Poland, Romania, Serbia, Slovakia and Bosnia-Herzegovina. OVAG and VR-Leasing-AG started the sales process for VBLI in 2013.

VB Leasing Poland is one of the ten biggest leasing companies in the Polish market with 13 branches. It is the largest single-country subsidiary within the VB-Leasing International Group. In 2013, its annual profit before taxes stood at EUR 25.8 million. VB Leasing Romania ranks among the top six leasing companies in Romania and generated an annual profit before taxes of EUR 12.9 million in 2013.

Subject to approval of the Polish and Romanian authorities, closing should occur during the remainder of 2014. At closing, Getin Holding will replace 100% of the shareholder funding of the two companies at par (including accrued interest).

The Schoenherr team was led by Partner Sascha Hodl, assisted by attorney Thomas Kulnigg. Partners Pawel Halwa and Madalina Neagu handled the Polish and Romanian law aspects.

Ithuba Capital and Deloitte also advised OVAG and VR-Leasing AG

Getin Holding was advised by Domanski Zakrzewski Palinka in Poland and Tuca Zbarcea & Asociatii in Romania.