Category: Deals and Cases

Schoenherr has advised Ondrej Zita on his sale of OptimNet Solutions and OptimNet Solutions SK to the Hellmann Worldwide Logistics group. BDO Legal reportedly advised the buyer.

Established in 2016, OptimNet Solutions is a night-time distribution network operating in the Czech Republic and Slovakia.

Founded in 1871, the Hellmann Worldwide Logistics group is an international logistics provider. The group has a worldwide network of 489 offices in 173 countries with more than 19,500 employees.

“With the expansion of our overnight express service in Eastern Europe, we are taking another consistent step in our growth strategy, which we initiated at the beginning of last year and have successfully developed in the meantime,” Hellmann Worldwide Logistics Chief Operating Officer Road & Rail Joerg Herwig commented.

“I am pleased that we are taking on all 37 OptimNet employees,” Hellmann Worldwide Logistics Head of CEP Europe Wilfried Hesselmann added. “On the one hand, this will secure jobs, and, on the other hand, we will be able to smoothly build on the business relationships that have already been successfully established in the Czech Republic and Slovakia in recent years, to continue growing here and beyond Eastern Europe.”

The Schoenherr team was led by Partner Vladimir Cizek and Attorney-at-Law Michal Jendzelovsky.

Ulcar & Partners and Zivkovic Samardzic have advised the TCH Industrial Group on the sale of Cimos and its subsidiaries to Mutares. CMS and Luther reportedly advised the buyer.

Closing is expected in the third quarter of 2022, pending regulatory approval.

According to Zivkovic Samardzic, “the company will act as a key Eastern European platform for Mutares’ automotive & mobility segment, with seven production plants across Slovenia, Croatia, Serbia, and Bosnia & Herzegovina as well as one logistics plant in Slovenia.”

Cimos is a Slovenia-headquartered automotive component producer with approximately 2,000 employees.

The TCH Group specializes in turbo and powertrain products and components manufacturing and operates 13 plants in Europe and Asia.

Mutares is a German private equity investor focused on the segments of automotive & mobility, technology & engineering, and goods & services sectors.

“Cimos allows Mutares to establish a strategic automotive platform enabling the broader automotive & mobility portfolio to tap into a very well invested machine park at competitive production costs,” Mutares announced. “The high capabilities of Cimos, together with machines that are applicable across a variety of products, allow for the offloading of the significant workload from the portfolio with a very low capital expenditure requirement, given a universal machining approach.”

The Zivkovic Samardzic team included Partners Igor Zivkovski and Sava Pavlovic.

Editor’s Note: After this article was published, CMS confirmed it had advised Mutares. The CMS team was led by Austria-based Attorney-at-Law Florian Mayer and included Slovenia-based Partners Sasa Sodja and Maja Erker Zgajnar, Associate Robert Kordic, and Attorneys-at-Law Maja Sipek and Tamara Kosi; Croatia-based Partners Marija Zrno Prosic and Ana-Marija Skoko and Attorneys-at-Law Antonija Kanjer, Iva Grgic, and Karmen Sinozic; Bosnia & Herzegovina-based Partners Nedzida Salihovic-Whalen and Indir Osmic; and Serbia-based Partner Marija Tesic and Attorneys-at-Law Nenad Kovacevic, Marija Marosan, and Milica Tomic.

DLA Piper has advised the Avallon MBO Fund II and the Genesis Private Equity Fund III on their sale of Stangl Technik Holding to Spie Central Europe. Baker McKenzie advised the buyer.

Closing is expected in July 2022, pending regulatory approval.

Stangl Technik provides mechanical and electrical building technology installation services in Poland and the Czech Republic. 

Avallon specializes in the management buyout market in Poland. Founded in 1998, Genesis Capital is a Prague-headquartered private equity group financing small and medium companies in Central Europe.

The Spie Group is a French company with 48,000 employees, providing multi-technical services in the areas of energy and communications.

“The exit from Stangl Technik is an extremely successful transaction for us,” Avallon MBO Fund Investment Director Mateusz Kacprzak commented. “It has been executed in a model manner for Avallon – carried out together with managers whom we supported in the buyout from a large industrial player, thus contributing to strengthening the company’s market position in Poland and the Czech Republic.”

“With Stangl we are gaining a leading player for installation services in mechanical and electrical building technology,” Spie Deutschland & Zentraleuropa Managing Director Markus Holzke added. “We are expanding our range of services and strengthening our position as a strong partner for multi-technical services in Poland and the Czech Republic.”

The DLA Piper team was led by Counsel Piotr Miller and included Partner Jakub Marcinkowski, Senior Associate Michal Sowinski, and Associate Malgorzata Nowak.

The Baker McKenzie team included Partner Tomasz Krzyzowski, Senior Associate Lukasz Targoszynski, and Associate Joanna Lis.

CMS has advised a group of investors on a Sofina-led EUR 220 million series D financing round for the Rohlik Group. White & Case advised the Rohlik Group. Linklaters reportedly advised Sofina. Pierstone reportedly advised some of the investors.

Founded in 2014, Rohlik is a grocery retailer in the Czech Republic and CEE, offering over one million active customers access to more than 17,000 items. Rohlik currently operates in Prague, Budapest, Vienna, Munich, and Frankfurt and will soon be launched in Hamburg, Milan, Bucharest, and Madrid. According to CMS, “the newly raised funds will be used to drive further expansion and accelerate technological innovation.”

Initially founded as an engineering conglomerate 120 years ago, Belgium’s Sofina is now a listed investment company holding equity participations in Europe, the US, and Asia. It focuses on consumer and retail, digital transformation, education, and healthcare. The holding company is headquartered in Brussels with offices in Singapore. 

Last year, CMS and White & Case advised on both the EUR 190 million Series B (as reported by CEE Legal Matters on March 9, 2021) and the EUR 100 million Series C (as reported on July 6, 2021) financing rounds for the Rohlik Group.

“We are delighted to have advised on the further fundraising,” CMS Managing Partner in Prague and Bratislava Helen Rodwell commented. “Rohlik’s unique proposition and outstanding customer service make it a compelling prospect for investors, who have been more cautious in the current economic and international climate.”

The CMS team included Rodwell and Prague-based Associates Stepan Havranek, Tristan O’Connor, and Moritz Kopka, Bucharest-based Partner Rodica Manea, Consultant David Cranfield, and Associate Cristina Ciomos, Vienna-based Partner Alexander Rakosi and Attorney Florian Mayer, Budapest-based Senior Associate Miklos Boros, with further team members in Germany, Spain, and Italy.

The White & Case team included Partners Jan Andrusko and Jan Stejskal, Associates Iva Cechrakova and Kamila Dankova, and Legal Intern Vaclav Blazek.

Sajic has advised M-Energetika on its EUR 3 million acquisition of the Energo Company in Republika Srpska, BiH.

M-Energetika is a recently established electricity company in Bosnia and Herzegovina. The Energo Company is a Banja Luka-based electrical energy producer.

According to Sajic, “this transaction will enable the Energo Company to invest additional funds for the construction of a small hydropower plant in Kotor Varos.”

The Sajic team included Managing Partner Aleksandar Sajic and Senior Partner Natasa Krejic.

Schoenherr has advised Wienerberger on its acquisition of Vargon. Buterin & Partneri reportedly advised the sellers on the deal.

The transaction remains contingent on regulatory approval.

Wienerberger is an international supplier of building materials and infrastructure solutions, offering products for new build, renovation, and infrastructure. The company has been listed on the Vienna Stock Exchange since 1869 and is a pure free float company, with 100% of the shares held in free float.

Vargon is a provider of in-house solutions for water applications and water discharge systems in Croatia. Operating from its production site near Rijeka, the family business with about 250 employees generated revenues of EUR 24.4 million in 2021.

According to Schoenherr, “with this acquisition, Wienerberger is entering the Croatian market with a production site of its own and strengthening its presence in South-Eastern Europe. This enables Wienerberger to supply not only Croatia, but also the South-Eastern European markets from its regional production. Goran Brasnic, the current CEO and shareholder, retains a 20% stake in Vargon.”

Schoenherr’s team included Partners Christoph Haid and Luka Lopicic, Local Partner Vice Mandaric, Attorneys Petra Santic, Ksenija Sourek, Dina Vlahov Buhin, Kresimira Kruslin, Ana Mihaljevic, and Zoran Soljaga, and Associates Lucija Krznar and Alan Vuckovecki.

SSW Pragmatic Solutions has advised Polish private equity firm Spire Capital Partners on the acquisition of a controlling stake in Thulium.

Thulium is a Krakow-based company offering contact center software for customer service and sales departments. Spire Capital specializes in lower mid-cap buy-outs of software, e-commerce, and tech-enabled services companies, with investments in Poland and the CEE region.

The Thulium founders “remained in the company as minority shareholders. The deal was financed with the capital coming from Polish and international institutional and private investors and Spire’s team,” SCP stated. “The ambition of the company’s founders and the SCP investment team is to further develop the company and make it a regional leader in customer contact support for companies operating both in the online and omnichannel model.”

“In the previous year, Thulium recorded over PLN 7 million in revenues, continuing the annual growth at the level of approximately 30%,” SCP Partner Krzysztof Konopinski commented. “That proves the quality of the company’s solution. We are actively looking for M&A targets to expand Thulium’s product portfolio, including chatbots and voice bots. At the same time, we are preparing for international expansion.”

“We have been looking for a partner with whom we will be able to take Thulium to the next level of its development,” Thulium CEO Marek Bartnikowski added. “We were convinced by the extensive experience of SCP’s investment team in the digital economy, as well as a partnership approach. We quickly built a mutual understanding that turned into trust – crucial for such large business ventures. I believe that together we create the best possible mix for the further dynamic development of Thulium.”

The SSW team was led by Partner Mateusz Rogozinski and included Counsel Anna Sekowska and Senior Associate Kacper Jedrzejak.

SSW did not respond to our inquiry on the matter.

Freshfields Bruckhaus Deringer, Savoric & Partners, and Filip & Company have advised Borealis on a binding offer for its nitrogen business from the Agrofert group. Wolf Theiss advised Agrofert. Oppenheim, Boyanov & Co, and PRK Partners reportedly advised Borealis as well.

According to Freshfields, “the fertilizer producer intends to acquire Borealis’ nitrogen business, which includes plant nutrients, melamine, and technical nitrogen products and is valued at EUR 810 million under the terms of the offer. Borealis will initiate the mandatory information and consultation procedures with employee representatives imminently.”

Closing is expected for the second half of 2022, pending regulatory approval.

Borealis is a Vienna-headquartered circular polyolefin solutions provider, specializing in base chemicals, fertilizers, and the mechanical recycling of plastics. The company employs 6,900 people and operates in over 120 countries.

The Agrofert group is a Czech-based plant nutrients manufacturer with production facilities in Germany, the Czech Republic, and Slovakia. The conglomerate comprises more than 250 subsidiaries, with its activities spanning from chemicals and agriculture to food production.

“By adding Borealis’ production assets in Austria, Germany, and France as well as a comprehensive sales and distribution network utilizing the Danube River, this business combination would well complement Agrofert’s existing capabilities in serving its customers across Europe,” Borealis announced.

Earlier this year, Borealis also received a binding offer for its nitrogen business from EuroChem (as reported by CEE Legal Matters on February 25, 2022). The company subsequently announced that it had declined EuroChem’s offer. According to Borealis CEO Thomas Gangl, this was a result of the close assessment of “the most recent developments around the war in Ukraine and sanctions that have been put in place.”

The Freshfields team included Vienna-based Partners Farid Sigari-Majd, Karin Buzanich-Sommeregger, Stephan Denk, and Katharina Kubik, Counsel Gernot Fritz, Principal Associates Daniel Lungenschmid, Noel Zamani, Leonhard Prasser, Kathrin Wildmoser-Zeller, and Anna Binder-Gutwinski, and Associates Maria Tumpel, Estella Dannhausen, Luca Mischensky, and Can-Michael Nural, as well as lawyers from the firm’s Munich, Hamburg, Brussels, and Paris offices.

The Wolf Theiss team was led by Partner Horst Ebhardt and included Partners Robert Wagner, Kurt Retter, Karl Binder, Erik Steger, Janos Toth, Ileana Glodeanu, Richard Clegg, Natasa Lalovic, Sarah Wared, Luka Tadic-Colic, Markus Bruckmuller, Robert Pelikan, Marika Lomashvili, and Niklas Schmidt, Counsels Flaviu Nanu, Bruno Stefanik, Tereza Naucova, Zuzana Hodonova, Maciej Olszewski, and Melanie Dimitrov, Senior Associates Martina Edlinger, Christopher Junger, Harald Strahberger, Sandra Seldte, Martina Edlinger, Christopher Junger, Katerina Kulhankova, Anna Schwamberger, Dorothea Rauchegger, Isabel Firneis, and Marietta Molnar, and Associates Rahim Rastegar, Paul Yulu, Kristian Yabalkarov, Sophie Weber, and Pascal Gstoettner.

The Savoric & Partners team included Senior Partner Boris Savoric and Partner Lovro Gasparac.

The Filip & Company team was led by Partner Alexandru Birsan and included Associates Simona Ungureanu and Lavinia Cazacu.

The Borealis in-house team was led by interim General Counsel Sandra Muller.

Editor’s Note: After this article was published, the Koutalidis law firm announced it had advised Agrofert on Greek law-related issues.

Baker McKenzie has advised Palfinger on establishing its European Works Council. Babic & Partners, Djingov Gouginski Kyutchukov & Velichkov, Nestor Nestor Diculescu Kingston Petersen, and Jadek & Pensa advised Palfinger on Croatian, Bulgarian, Romanian, and Slovenian law-related matters, respectively. Bech-Bruun, Arntzen de Besche, and PBBR reportedly advised on Danish, Norwegian, and Portuguese law-related matters.

According to Baker McKenzie, during the first week of May 2022, 22 delegates from 16 countries met in Salzburg, Austria, reaching an agreement to establish the EWC.

“The legal challenge in establishing the EWC lay primarily in sending delegates from 16 different jurisdictions to the special negotiating body,” Baker McKenzie Partner Philipp Maier commented. “Austrian laws had to be combined with the provisions of all countries involved. The reason for this was that the delegates’ secondment process was governed by the respective national laws of the countries involved, even if Austrian law was primarily applicable to the establishment of the EWC.”

Palfinger is a Vienna Stock Exchange-listed technology and mechanical engineering company producing crane and lifting solutions. The establishment of its Europe-wide employee representation makes Palfinger compliant with an EU directive that affects companies with more than 1,000 employees and several European locations, according to a company press statement. 

“Especially in these challenging times, it is important to have competent and widely recognized discussion partners,” Palfinger CEO Andreas Klauser added. “I am pleased that, in the future, Palfinger employees will speak with one voice throughout Europe.”

The Baker McKenzie team was led by Maier and included Associates Silvia Samek and Andrea Haiden.

Babic & Partners’ team was led by Partner Marija Gregoric and included Senior Associates Lovro Klepac and Ivona Vidovic.

The DGKV team was led by Partner Youliana Naoumova and Senior Associate Rusalena Angelova.

The NNDKP team included Partner Roxana Abrasu and Associate Daniel Stancescu.

The Jadek & Pensa team included Associate Nina Bakovnik and Junior Associates Eva Milosic and Nejc Humar.

The Palfinger in-house team was led by Corporate Legal Counsel Mateja Pepic.

Cerha Hempel has advised the XXXLutz Group on a share acquisition establishing an equal partnership in the Black Red White Group. Wardynski & Partners reportedly advised XXXLutz as well.

The transaction remains contingent on regulatory approval

The Black Red White Group is a furniture retailer and producer based in Poland. It exports its products to over 50 countries and operates 93 stores as well as a network of approximately 370 distribution partners in Poland.

The XXXLutz Group operates more than 370 furniture stores in 13 European countries including Austria, Germany, the Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia, and Poland.

Cerha Hempel’s team included Partners Clemens Hasenauer, Johannes Prinz, Lorenz Pracht, and Harald Stingl and Associates Julia Digruber and Michael Ebner.

Cerha Hempel did not respond to our inquiry on the matter.

Editor’s Note: After this article was published, Wardynski & Partners announced its involvement on behalf of XXXLutz. The firm’s team included Partners Anna Dabrowska, Bartosz Kuras, and Michal Glinski and Lawyer Katarzyna Miszkiel.