Category: Deals and Cases

On December 31, 2013, Mutares AG completed its acquisition of PIXmania (and all its subsidiaries) from Dixons Retail.  

Gide served as legal counsel to Mutares AG in negotiating the September 26, 2013 sale and purchase agreement, and all the conditions precedent required for the completion of the acquisition were deemed satisfied by the end of the year.

The PIXmania group employs around 900 people in France and the Czech Republic, and generated a turnover of EUR 446 million during the 2013 financial year.

Mutares AG, which is listed on the Berlin stock exchange, acquires medium-sized companies with strong operational improvement potential that are sold by their owners as a result of a strategic repositioning process.

Gide’s team comprised of Partner Foulques de Rostolan and Associates Edgard Nguyen and Baba Hady Thiam.

In a first financing round, Wolf Theiss has advised IT company RapidMiner on taking on USD 5 million in new capital from Earlybird Venture Capital and Open Ocean Capital. 

RapidMiner, founded in Germany in 2007, offers software solutions and services in the field of “predictive analytics, data and text mining.” Global players such as Cisco, EADS, eBay, Intel, Lufthansa, PayPal, PepsiCo, Siemens and Volkswagen are among the users of the software the company has developer, and the funds RapidMiner has obtained from Earlybird and Open Ocean, two venture capital investors specializing in high tech companies, are expected to support RapidMiner’s bid to capture the American market as well.

The Wolf Theiss team advising RapidMiner on the transaction was led by Partner Clemens Philipp Schindler, who commented that: “To remain competitive it is vital for companies to be able to use and evaluate their own data. Due to the ever increasing amount of data, the demand for products such as RapidMiner will continue to grow in the future. The move into the USA was, therefore, the next logical step to be able to profit from the market potential.” 

Schindler was assisted by Wolf Theiss Partner Martin Abram, Senior Associates Martina Gatterer and Katharina Schindler, and Associate Markus Taufner. RapidMiner was also advised by teams from Pollath + Partner in Germany and Cooley in the USA. 

Eversheds has advised on the acquisition of Pental Hotel Holdings, a German hotel management company, by New World China.

New World China is one of the leading national developers in Mainland China with a total of HKD 117.8 billion in assets. It acquired Penta Hotel Holdings, which manages 24 Pentahotels in Austria, Belgium, Czech Republic, Germany, and the United Kingdom, for approximately EUR 13.5 million. 

The deal involved Eversheds’ Hong Kong, German, and Brussels offices. The team in Hong Kong was led by Partner Stephen Mok while Partner Alexander Honrath led the German contingent. According to Honrath, “this transaction is one of several Sino-German M&A transactions taking place at the moment,  as the market continues to pick up activity. Our German China desk is currently advising around 25 different Chinese clients in the German market on various matters as cross border activity remains strong.” 

In a deal that marks the first time that the UK Takeover Panel shares jurisdiction with the Cyprus Securities and Exchange Commission, the London team of Latham & Watkins advised U.C.E. Synttech Holdings on its cash offer for IG Seismic Services (IGSS).

IGSS is a Cypriot company with operations in Russia and global depositary receipts listed on the London Stock Exchange. It is a land and transition zone seismic company, offering seismic acquisition, data processing and interpretation services in Russia and CIS. The offeror is controlled by Nikolay Levitskiy, the current CEO of IGSS and the offer values IGSS at approximately USD 312.5 million.

The Latham & Watkins team was led by Graeme Sloan and Richard Butterwick, both corporate partners in London. Butterwick stated: “The UK’s Takeover Code applies to non-UK companies incorporated within the European Economic Area with securities admitted to listing in London. The practice of listing Cypriot holding companies with global depositary receipts in London has increased in recent years for companies with operations in Russia and the CIS, and this is the first takeover offer for such a company.”

On December 17, 2013, the management board of Nowe Centrum Lodzi selected the offer of a consortium made up of Wierzbowski Eversheds, Mott MacDonald Polska, Mott MacDonald Ltd and KPMG Advisory in the tender for the coordinating concept for the development of a Special Culture Zone in the New Lodz City Centre. 

The Special Culture Zone is an area of about 12 hectares in the heart of the New Lodz City Centre, which includes over 50 different development projects in the dense urban section of the Polish city.  

Wierzbowski Eversheds offer within the consortium was prepared by Partner Arwid Mednis and Associate Agnieszka Chylinska.

KBC announced that the process set forth in agreements of 26 April 2013 with Societe Generale Srbija and Telenor Serbia on the divestment of KBC Banka, KBC’s banking entity in Serbia, had been concluded.

As agreed, Telenor now holds 100% of KBC Banka’s shares, while Societe Generale Srbija had already acquired KBC Banka’s key assets and deposits in August. The Jankovic, Popovic, & Mitic team advising the seller, KBC Insurance, was led by Partner Milica Subotic and Senior Lawyer Nikola Poznanovic.

Dentons represented Newag in proceedings before the Polish National Appeal Chamber (KIO) concerning a dispute over a tender for the delivery of 11 trains to Koleje Dolnoslaskie.

Koleje had chosen Newag’s bid over one submitted by Pesa, which it viewed as flagrantly underpriced. Pesa appealed the outcome of the tender but KIO dismissed the appeal and ruled in favor of the awarding body. If Pesa chooses not to appeal KIO’s ruling, Koleje Dolnoslaskie will be free to go ahead with Newag. Newag was represented in the appeal proceedings before KIO by Dentons Partner Aldona Kowalczyk, who heads the public procurements team in the firm’s Warsaw office.

On November 25, 2013 the Solomyansky District Court of Kiev found that Philip Morris International Management was the lawful owner of the “Philip Morris International” trade name, and that the domain philipmorrisinternational.com.ua properly belonged to the company.  

An individual using the name and domain was found to be unlawfully infringing on both, and ordered to cease doing so immediately.

Philip Morris was represented by Doubinsky & Osharova Partner Anton Koval, who indicated that the court’s judgment reflected well on Ukraine’s ability to effectively resolve domain disputes and thus should be understood as a positive development in IP-related jurisprudence. 

Norton Rose Fulbright advised several lenders on the EUR 331 million financing of the project to expand and operate Zagreb Airport in Zagreb. 

The loan, totaling EUR 198 million, was provided by Deutsche Bank, Unicredit Bank Austria, Zagrebacka Banka, the International Finance Corporation (IFC) and the European Investment Bank (EIB) to ZAIC-A consortium, who are investing €133 million in the project. The consortium was awarded a 30 year design, build, finance, operation and maintenance concession in April 2012 and owns the airport’s operating company Medunarodna Zracna Luka Zagreb (MZLZ).

The Norton Rose Fulbright team was led by banking partner Jon Ellis. Peter Hall, partner in London, and Martin Gdanski, partner in Paris, also worked on the deal. Jon Ellis, commented: “[..]The construction of the new terminal will significantly increase capacity at Zagreb Airport and we are pleased the financing has been brought to a successful close”.

The other firms involved were Madirazza & Partners, who provided Croatian legal advice to the lenders; Pinsent Masons and Porobija & Porobija, who were legal advisers to the sponsors; Freshfields Brukhaus Deringer, who advised the EIB on EIB specific aspects of the transaction; and Clifford Chance, who advised the IFC on their equity investment and intercreditor issues.

Hogan Lovells has advised the Shah Deniz Consortium (consisting of BP, the State Oil Company of the Republic of Azerbaijan, Statoil, Total, Lukoil, TPAO, and NICO) as project counsel for the Stage 2 development of the Shah Deniz gas field in the Caspian Sea, which reached a final investment decision on December 17, 2013.

The Shah Deniz Stage 2 project is expected to diversify the European gas supply by bringing over 10 billion cubic meters a year of gas directly from the Caspian Sea, with another 6 bcma being sold to BOTAS in Turkey – in the process opening up what’s being called the “Southern Gas Corridor.”  

Hogan Lovells Energy Partner Richard Tyler, who led the team, said that the project represents “an historic step in the Republic of Azerbaijan’s development as a major gas exporter”, and suggested that “implementation of the Project will alter the energy landscape of Europe and contribute significantly to Europe’s energy security and diversity of supply. Azerbaijan’s President Ilham Aliyev described the project as “the Contract of the 21st Century”.

Tyler was supported by fellow Hogan Lovells Partners David Moss and David Levin, Senior Associate Ben Sulaiman; Of Counsels Colin Graham, Elisabeth Blunsdon, and Joanne Ede; Associates Matteo Matteucci, Janet Duff, and Oliver Searle; Consultant Jeremy Deeley; and Counsel Tobias Flasbarth. Hogan Lovells partners in Brussels and Rome assisted as well.