Category: Deals and Cases

CMS has provided legal advice to the Hungarian MOL Group on its sale-purchase agreement with the Rome-based Eni oil and gas company for Eni’s downstream businesses in the Czech Republic, Slovakia, and Romania, including a retail network currently under the Agip brand.

The MOL Group’s retail network now extends to almost 2,000 service stations across 11 countries.  The acquisition is perhaps particularly significant in the Czech Republic, where the MOL Group adds 124 new service stations to its existing 125, which — along with Slovnaft’s 24 and PAP Oil’s 125 stations — provided the Group a retail market share exceeding 10%. In Slovakia, the newly-acquired 41 service stations increase the total network size to 253 stations. The Czech daily Hospodarske Noviny has reported that the payment for the petrol stations will be the transfer of MOL-owned Mantova refinery to ENI, though MOL has not confirmed this. 

In Romania, the acquisition is a major step for MOL Group in achieving its strategic plan to increase its market share. As a result of integrating the 42 acquired service stations, MOL Romania will reach a network of 189 units, placed in high traffic and premium locations.

MOL has also agreed to purchase Eni’s stake in Ceska Rafinerska (CRC); however, Unipetrol — the majority owner of CRC — possesses a pre-emption right connected to the sale of the CRC shares.

Completion of the deal is subject to the fulfillment of certain pre-conditions, including obtaining of the necessary antitrust clearances.

“This acquisition is a milestone in our retail growth strategy in CEE. The average throughput of the acquired service stations is in the top three among branded players in the Czech fuel retail market. Moreover, MOL Group becomes the second largest retail player in terms of network share on the Czech market. The group significantly increases its retail coverage in Romania and makes a great step to further enhance Slovnaft’s brand perception in Slovakia.” – said Lars Hoglund, Senior Vice President of MOL Group Retail.

Hengeler Mueller has advised Axel Springer on the sale of regional newspapers, TV program guides, and women’s magazines to Funke Mediengruppe (FMG).

The German Federal Cartel Office had previously granted approval for the transfer of program guides subject to certain conditions. To comply with these conditions, FMG sold a number of its own program guides and some of the program guides acquired from Axel Springer to the Klambt Media Group.

In July 2013, Axel Springer entered into an agreement with FMG to sell the Berliner Morgenpost and Hamburger evening paper as well as its TV program guides and women’s magazines for EUR 920 million and to create joint ventures for distribution and marketing. On May 1, 2014, Axel Springer and FMG began co-operating in the fields of marketing and distribution on the basis of mutual service agreements. The creation of joint ventures will require the approval of the relevant merger control and antitrust authorities.

Axel Springer operates in Russia — as part of a joint venture with Ringier Axel Springer Media – and in Poland, Serbia, Slovakia, the Czech Republic, and Hungary, as well as India, and many countries in Western Europe.

Hengeler Mueller provided comprehensive advice to Axel Springer on the transaction. The Hengeler Mueller team was led by Partners Christophe Jackle and Karsten Schmidt-Hern, included Partners Nicolas Boehm, Jens Wenzel, and Carsten Schapmann, as well as Associates Vera Jungkind, Annika Clauss, Robert Kilian, Anika Gilberg, and Thomas Meyer. Partners Andreas Austmann was also involved.

The Estonian Hedman Partners law firm has advised the founders of the Taxify smartphone app in drafting the financing and shareholders’ agreements under which angel investors from the USA, Europe, and Asia made a USD 100,000 seed round investment into the company.

The investors included Mart Kelder, Martin Villig, and Andrus Purde, Toomas Bergmann and Finnish serial entrepreneur Mikko Silventola. The startup, which launched its service last fall, has previously received a EUR 5,000 grant from Estonian Enterprise.

Taxify is currently operating in Estonia and Latvia, and said it plans to use the new funding to expand in Eastern Europe in the near term. It offers existing cab companies an all-in-one solution – including a web-based dispatcher and fleet management systems to manage their back-end. These different cab companies are then presented to the consumer within the unified Taxify app.

Hedman Partners Partner Merlin Salvik and Associates Valter Vohma and Toomas Seppel provided the advice to the founders of Taxify.

DLA Piper has advised EVRAZ on the auction sale of its wholly-owned Czech subsidiary EVRAZ Vitkovice Steel (‘EVS’) to a consortium of private investors.

EVRAZ is a vertically integrated steel, mining and vanadium business with operations in the Russian Federation, Ukraine, USA, Canada, Czech Republic, Italy, Kazakhstan and South Africa. EVRAZ is among the top 20 steel producers in the world. The company is listed on the London Stock Exchange and is a constituent of the FTSE 250. EVS, which has been a part of the Company since November 2005, is a manufacturer of steel hot rolled products located in Ostrava in the Czech Republic. In 2013, EVS produced 571 thousand tonnes of steel products. The plant employs just over 1,000 people. The total consideration of the sale is of USD 287 million.

The DLA Piper team was led by Moscow-based Partners Constantine Lusignan-Rizhinashvili and Julien Hansen, who were assisted by Associates Andrei Sheetkin and Adam Hartley. The team also included Prague-based Partner Pavel Marc and Associate Jakub Cisar, Brussels-based Senior Associate Pierre-Yves Genot, and Leeds-based Partner Paul Stone.

Hogan Lovells has advised Ivanhoe Cambridge on the disposal of a European portfolio of 18 hotels operating under the IHG brands of Crowne Plaza, Holiday Inn, and Holiday Inn Express. 

The 18 hotels are located in Austria (1), Belgium (1), France (1), Germany (11), the Netherlands (2) and Spain (2), and are operated under the IHG brands of Crowne Plaza, Holiday Inn, and Holiday Inn Express.

Ivanhoe Cambridge is a real estate subsidiary of the Caisse de depot et placement du Quebex, one of Canada’s leading institutional fund managers, and has total assets of CDN 40 billion across Canada, the United States, Europe, Brazil and Asia. 

This is the second European hotel portfolio disposal on which Hogan Lovells has advised the same company in the past 12 months, following its disposal of four boutique hotels in Paris in April 2013. 

The Hogan Lovells team was led by London corporate Partner Nigel Read, Munich real estate Partner Martin Guenther and Frankfurt real estate Partner Marc Werner, supported by a team of lawyers across eight Hogan Lovells offices. Sylvain Fortier, Ivanhoe Cambridge’s Executive Vice-President, Residential, Hotels and Real Estate Investment Funds, commented: “This transaction is in line with our strategy of rationalizing our overall hotel exposure and reinvesting our capital in our core asset classes and in key markets globally. This sale brings to a conclusion a long-term investment for Ivanhoe Cambridge, and we are very pleased with the transaction process.”

Reed Smith has advised AMC Networks on the acquisition of the German media company Kinowelt Television, including its film rights and licenses.

Founded in 2004, KinoweltTV was the first German TV station completely dedicated to high-class feature films. With this acquisition AMC expands its European presence with full distribution across all platforms in German-speaking Europe. The transaction is subject to regulatory approval.  

Reed Smith Partner Stephan Rippert, who led the firm’s team on the deal, commented that: “The successful completion of this acquisition enables AMC to expand its television business into Germany, Austria, and Switzerland for the first time. Our strong corporate, media, tax and employment expertise allowed us to provide a full service to the client, resulting in the smooth delivery of the deal.”  

Rippert’s team advised AMC on all aspects of the acquisition, as well as advising on all related media regulatory issues and tax, labor, and employment law.  The full team consisted of, in addition to Rippert: Partner Thomas Gierath, and Associates Artur Korn, Katharina Weimer, Frank Mizera, and Claudia Rothlingshofer. Leonardo & Co and Osborne Clarke advised Kinowelt Television.

Schoenherr has advised a group of shareholders of Slovenia’s Helios Domzale and pledgees in Helios shares in the sale of a majority stake in Helios to Ring International Holding (RIH), a Vienna-based industrial group.

Following the closing of the transaction in April, RIH — through its subsidiary Remho Beteiligungs — held 77.93% of the shares in Helios. The EUR 106 million transaction is the largest M&A deal in Slovenia and the country’s first successful privatization in recent years. 

Ring International Holding is one of the leading groups in the areas of stationery products and coatings. RIH’s coatings division is structured as a separate business and manufactures a diversified range of high-end liquid and powder coatings for selected profitable niche markets across Europe. RIH sees potential for synergies between its coating division and Helios, with the two of them combined becoming one of Europe’s most dominant players in the coatings industry.

Schoenherr attorneys Vid Kobe, Bojan Brezan, and Roman Perner advised the consortium of sellers – leading Slovenian financial institutions – on the transaction structure and negotiation of the share purchase agreement. Partner Christoph Haid assisted in obtaining merger control clearances in the relevant jurisdictions. 

Baker & McKenzie advised on a “New Strategic and Financial Partnership” between Store Electronic Systems (‘SES’) and iMAGOTAG.

SES is the world’s leading company for electronic shelf labeling, and iMAGOTAG is an Austrian start-up. The two announced their strategic partnership on February 17, 2014. SES and iMAGOTAG’s shareholders also agreed on the acquisition of the totality of iMAGOTAG’s shares by SES over a two-year period. 

Baker & McKenzie advised iMAGOTAG on the partnership. The firm’s team working on the deal was composed of Partners Raphaele Francois-Ponced and Francois-Xavier Naime in Paris and Partners Gerhard Hermann and Eva Segur-Cabanac and Associate Wendelin Ettmayer, all in Vienna. 

Dentons announced that it has advised Gortz Beteiligungsgesellschaft in the company’s obtaining of investment from AFINUM Management.

The Hamburg-based Gortz Group is a highly successful retailer of “premium and quality” footwear, with approximately 3200 employees and 170 branches in Germany and Austria. The Munich-based AFINUM acquired a minority share of 40 percent for an undisclosed amount — which Gortz will use as capital to fund expansion. Dentons announced that the deal should conclude by the end of May, assuming it meets with approval of the German competition authorities.

In a statement released by Dentons, the firm explained that Gortz Beteiligungsgesellschaft is a trust vehicle established by Dentons Partner Andreas Ziegenhagen to facilitate the search for partners for Gortz on a fiduciary basis. Since summer 2013 Gortz Beteiligungsgesellschaft has held a majority share in Gortz. With the successful conclusion of this transaction the fiduciary arrangement with Ziegenhagen will cease. His restructuring and transaction team, with Counsel Detlef Spranger playing a leading role, advised Gortz Beteiligungsgesellschaft before and during the trusteeship and in the course of the entire transaction process. In addition to Ziegenhagen and Spranger, Dentons Partner Daniel Marschollek, Counsel Constantin Rehaag, and Associates Judith Specht and Jakob Pickartz played a role.

Lawin has announced that it was one of four firms advising the RSA Insurance Group on the sale of its companies in the Baltics and Poland to the Polish Powszechny Zaklad Ubezpieczen (PZU) insurance company.

Sorainen advised PZU. The RSA Insurance Group sold Lietuvos Draudimas in Lithuania, Balta in Latvia, Codan Forsikring in Estonia, and Link4 Society Ubezpieczen Spolka Akcyjna in Poland. The transaction is scheduled for completion in the second half of 2014. The total value of the transaction with respect to the Baltic assets was EUR 270 million, with an additional EUR 90 million for the Polish company. 

According to RSA Insurance, the sale is intended to allow the company to concentrate of its businesses in Britain and Ireland, Scandinavia, Canada, and Latin America. The money raised from the sale of the companies will be used to bolster company capital. Sorainen explained that PZU’s acquisition furthered its goal of creating a strong business outside Poland. 

Consultancy to RSA Insurance was provided by lawyers from Lawin (in all three Baltic countries), Soltysinski Kawecki & Szlezak (in Poland), Slaughter and May (in London), and Gorrissen Federspiel (in Denmark).

The Lawin team was led in Lithuania by Partner Zilvinas Zinkevicius and lawyer Ruta Besusparyte, in Latvia by Partner Raimonds Slaidins and Associate Sarmis Spibergs, and in Estonia by Partner Martin Simovart, Associate Heleri Tammiste, and lawyer Jesse Kivisaari. The Soltysinski Kawecki & Szlezak team included Partners Andrzej Kawecki and Marcin Olechowski, and Senior Counsel Witold Kurek.