Category: Deals and Cases

Havel & Partners has advised ZFP Investments on its acquisition of the Blumental Offices project from Corwin. Dentons advised the seller.

The office building is located in Bratislava and has 21,597 square meters of leasable area with more than 16,000 square meters of office space and almost 3,500 square meters of retail space.

ZFP Investments is an investment company, created through the merger of two companies operating in the Czech and Slovak financial markets. Corwin is a Slovak developer group.

“We are pleased to continue expanding our portfolio of Class A office buildings,” ZFP Investments Vice Chairman Peter Lukac commented. “The Blumental property meets all the requirements of a premium property and fits perfectly into our diversified portfolio.”

The Havel & Partners team included Partners Lukas Syrovy and Ondrej Majer and Associate Peter Kosecky.

The Dentons team included Counsel Martin Mendel, Senior Associate Peter Panek, and Junior Associate Alen Gondek.

Boyanov & Co has advised Yara International on the sale of Bulgarian and Romanian businesses Yara Bulgaria and Yara Digital Romania to the Nik Group. Wolf Theiss advised the buyer.

Yara International is a crop nutrition company that provides environmental and agricultural solutions. The company develops digital farming tools.

The Nik Group is a Bulgarian company that develops technologies for automatization and digitalization in the field of agriculture.

The Boyanov & Co team included Partners Yordan Naydenov and Stela Sabeva and Counsel Mihail Vishanin.

The Wolf Theiss team was led by Bulgaria-based Partner Richard Clegg and included Senior Associates Jasmina Uzova and Zhulieta Markova and Associate Staniella Todorova, as well as Romania-based Senior Associate Mihai Coada and Associate Costin Salaru.

Wolf Theiss, working with Freshfields Bruckhaus Deringer, has advised Raiffeisen Bank S.A. on its issue of RON 500,850,000 Senior Non-Preferred Eligible Sustainability Notes. Clifford Chance advised the joint lead managers.

Raiffeisen Bank International AG and Raiffeisen Bank S.A. were responsible for the placement of the notes as joint lead managers.

According to the firm, this is the first sustainability RON-denominated bond issue of a Romanian issuer, with a fixed annual coupon of 8.92%. The August 10, 2022 fiver year tenure placement is intended “to finance and/or refinance, in part or in full, new or existing eligible loans providing distinct environmental benefits (eligible green and social loans), with a minimum allocation to social categories of 50% and the difference up to 100% towards green categories, as further described in the Sustainability Bond Framework of Raiffeisen Bank S.A. (Romania).” It added that “the notes are intended to be eligible for MREL (Minimum Requirement for Own Funds and Eligible Liabilities) purposes and to be listed on the Luxembourg Stock Exchange and the Bucharest Stock Exchange.”

The Wolf Theiss team included Bucharest-based Partner Claudia Chiper and Senior Associate Andreea Tudorache and Vienna-based Partner Alex Haas and Senior Associates Nevena Skocic and Nikolaus Dinhof.

The Freshfields team included Vienna-based Partner Stephan Pachinger, Counsel Christian Joellinger, and Associate Benedikt Graf and Frankfurt-based Partner Christoph Gleske, Principal Associate Birgit Schulz.

The Clifford Chance team included Frankfurt-based Partner Sebastian Maerker, Senior Associate Wolfgang Ettengruber, and Transaction Lawyer Marlen Klepsch.

Deloitte Legal affiliated firm Reff & Associates has advised Bank of Cyprus on the sale of a portfolio of non-performing loans and repossessed properties in Romania with a face value of EUR 147 million to an entity part of the APS group. Tuca Zbarcea & Asociatii advised the buyer.

According to Reff & Associates, this is the largest deal of non-performing assets on the Romanian market in 2022. “The transaction was signed in May 2022 and closed on August 24, 2022, after being scrutinized by the Romanian Competition Council,” the firm added, explaining that “the sale of the residual Romanian portfolio of non-performing assets held by the Cypriot group was made in the context of Bank of Cyprus’ decision to wind down its operations in our country, which was gradually implemented over the last years.”

“This was the last key milestone transaction in our overseas deleverage plan, as we continue shifting our focus on serving our local market,” Bank of Cyprus Manager Corporate Finance Solutions Ioannis Petrou commented.

“The closing of this deal, which, based on publicly available information, seems to be the largest transaction of this kind on the Romanian NPL market in 2022, is a great success for our team, due to its high legal complexity and the very tight implementation calendar,” added Reff & Associates Partner Andrei Burz-Pinzaru. “We are very grateful to the bank for the trust they have shown us over the years of our collaboration and I want to congratulate my colleagues for their professionalism and the dedication they showed in this challenging project.”

The Reff & Associates team was led by Senior Managing Associate Andreea Serban and included Partners Burz-Pinzaru and Florentina Munteanu, Managing Associate Diana Stan, Senior Associates Iulian Maier, Alexandru Butusina, and Mihnea Radu, and Associate Danut Arion.

The Tuca Zbarcea & Asociatii team was coordinated by Partner Mihai Dudoiu and included Managing Associate Sergiu Negreanu and Associate Sorina Stefoni.

Schoenherr, working with Mannheimer Swartling, has advised Alfa Laval Corporate on its acquisition of Scanjet Systems.

According to Schoenherr, “this transaction adds Scanjet’s intelligent tank management solutions to Alfa Laval’s already broad tanker offering, creating a complete portfolio for cargo tank needs. Scanjet’s solutions and organization will become part of Alfa Laval per an agreement signed on June 16, 2022.”

Alfa Laval is a Swedish provider of heat transfer, separation, and fluid handling products. Its solutions are used to heat, cool, separate, and transport products such as oil, water, chemicals, beverages, foodstuffs, starch, and pharmaceuticals. Founded in 1883, the company has approximately 17,500 employees.

Scanjet Systems is a Swedish company that supplies equipment for marine, offshore and industrial applications. Scanjet has manufacturing facilities in Sweden, Poland, and Indonesia, with additional assembly sites in Norway and the UK.

The Schoenherr team was led by Poland-based Partner Pawel Halwa and Attorney-at-Law Stela Pavlova-Kaneva and included Attorney-at-Law Krzysztof Lesniak, Senior Associate Daria Rutecka, and Associates Francesca Velaj and Karolina Samocik, as well as Bulgaria-based Attorneys-at-Law Ivelina Vassileva and Elena Todorova and Associate Kristina Bozhinova.

Kocian Solc Balastik has advised arranger J&T IB Capital Markets on the issuance of unsecured unsubordinated book-entry bonds by J&T Energy Financing CZK, with a total value of EUR 750 million and an option to increase to EUR 2.25 billion.

J&T IB Capital Markets provides investment banking and advisory services in the CEE region, in particular, in the Czech and Slovak Republics. The company focuses on the debt capital market, equity capital market, and corporate finance transactions.

According to the firm, the bonds are set to trade on the Prague Stock Exchange, with public offerings in the Czech Republic and Slovakia. 

The KSB team included Partner Vlastimil Pihera and Lawyer Matus Kovacic.

KSB did not respond to our inquiry on the matter.

TGS Baltic has successfully represented Vilnius CHP in front of the Stockholm Chamber of Commerce arbitral tribunal on a contract termination dispute with Polish boiler maker Rafako.

According to TGS, the Vilnius CHP is responsible for the construction of the new combined heat and power plant in Vilnius – the Lithuanian government has declared this construction to be a project of national economic importance. The project is co-financed by the Cohesion Fund of the European Union. Upon completion, the Vilnius CHP will be among the most modern power plants of its type in Europe. When the Vilnius CHP project is fully implemented, the plant is planned to have a total electric capacity of just over 90 megawatts (including about 70 megawatts from biomass) and a thermal capacity of approximately 230 megawatts (including about 170 megawatts from biomass).

In terms of the dispute, according to the firm, “Rafako, as one of two contractors taking part in the CHP construction project, was responsible for the design and construction of the biomass unit. From the start of the project, however, Rafako struggled to meet its commitments and ultimately, in October 2020, withdrew from the project without completing its work. In its decision, the arbitral tribunal held that Rafako’s actions, which not only delayed the completion of the project but also made further construction more difficult, were unlawful.” It further announced that the Vilnius CHP is entitled to claim compensation for all the damages suffered. The specific size of the damages will be decided in another phase of the arbitration case.

The TGS Baltic team included Partners Vilius Bernatonis and Dainius Stasiulis, Senior Associates Tadas Varapnickas, Patricija Rukstelyte, Simas Paukstys, and Rugile Siaulyte, Associates Egle Masyte, Beatrice Stiopinaite, and Berta Kasetaite, and Junior Associate Emilija Valentinaite.

Schoenherr has advised the KKCG Group and its portfolio company Aricoma Group International on the acquisition of Bulgarian software company Musala Soft and its subsidiaries. CMS reportedly advised the sellers.

The transaction remains contingent on regulatory approval.

The KKCG Group, managed by Karel Komarek, is an investment company with a total book value of more than EUR 9 billion.

The Aricoma Group is a Central European IT services provider with a presence in Scandinavia. Through its portfolio companies, it provides end-to-end digital transformation solutions, including UX design and consulting, custom software development, IT infrastructure and IT operations management, cloud operations, and cloud security services.

Musala Soft is a provider of high-end software engineering services in AI, big data, IoT, analytics, cloud, and integration.

According to Schoenherr, “Musala Soft’s management team will stay on board in the long term and will support building Aricoma’s future.”

Schoenherr’s team included Bulgaria-based Partners Ilko Stoyanov and Stefana Tsekova, Attorneys at Law Katerina Kaloyanova-Toshkova, Ivelina Vasileva, and Ventsislav Tomov, and Associate Gergana Roussinova-Ivanova as well as North Macedonia-based Partner Andrea Radonjanin, Attorney at Law Andrea Lazarevska, and Associates Magdalena Petreska, Martin Ivanov, and Sofijana Markovska.

Walless has advised sales and distribution holding JNG Investments on its acquisition of wholesaler Balt-Hellin.

The transaction remains contingent on regulatory approval.

Tartu-based Balt-Hellin specializes in supplying raw materials to companies involved in food production and processing. The company’s clients include cafes, restaurants, bakeries and confectioneries, food companies, petrol stations, and retail chains in all three Baltic countries. According to Walless, Balt-Hellin’s turnover in the previous financial year was EUR 12.9 million.

The Tallinn-headquartered JNG Investments Group is a holding company that owns a sales and distribution network in Baltics.

The Walless team included Estonia-based Partner Karl-Erich Trisberg, Counsel Angela Kase, Senior Associates Kaisa Uksik and Piret Luiga, and Junior Associate Laura Melk, as well as Latvia-based Partner Zane Eglite-Fogele, Associate Partner Andis Ozolins, Head of Tax Inguna Abele, and Senior Associate Kristers Zalitis.

Walless did not respond to our inquiry on the matter.

Radu Taracila Padurari Retevoescu and TGS Baltic have advised GreenGroup on its acquisition of Lithuanian recycling company Ecso.

Private equity fund Abris Capital Partners portfolio company GreenGroup specializes in recyclable waste management, recycling, and waste recovery. Ecso is a Lithuanian low-density polyethylene recycling company.

“This latest acquisition consolidates GreenGroup’s recycling activities over the past 20 years and is a decisive step in the group’s strategy to become a key player in polyolefins recycling in the region,” Abris Romania Partner Adrian Stanculescu commented. “Furthermore, it is a strategic investment that reinforces the group’s commitment to sustainability and to tackling the most pressing environmental issues, such as plastic pollution and reducing carbon footprints.”

The RTPR team included Managing Partner Costin Taracila, Managing Associate Marina Fecheta-Giurgica, Senior Associates Vlad Druta and Ana Maria Barbu, and Junior Associates Miruna Tocileanu and Filip Marinau.

The TGS Baltic team included Partner Dalia Tamasauskaite-Ziliene, Senior Associate Simas Paukstys, and Associate Paulius Dabulskis.

Editor’s Note: After this article was published, Motieka & Audzevicius announced that it had advised Ecso’s founder and minority shareholder on their exit. The firm’s team included Partners Rokas Jankus and Giedrius Kolesnikovas and Senior Associate Aivaras Grigas.