Category: Deals and Cases

Cobalt has advised the Latvian private healthcare group Repharm on the acquisition of a network of MediCA, Kardiolita, and 33 other clinics from UAB CGP Management, and their subsequent merger with InMedica, a network of medical clinics indirectly managed by the INVL Baltic Sea Growth Fund.

The transaction remains subject to regulatory approval.

INVL Baltic Sea Growth Fund is managed by Lithuania’s INVL Asset Management, which controls 70% of UAB InMedica shares through UAB BSGF Sanus. InMedica is a network of primary health care institutions providing services in various cities of the country. The InMedica group currently consists of 22 clinics.

Cobalt’s team included Partner Elijus Burgis and Senior Associates Julija Aleska and Deimante Pagiriene.

Cobalt did not reply to our inquiry on the matter.

CMS Sofia and Doklestic Repic & Gajin have advised Balkantel on its participation as part of a consortium with the Trace Group in a EUR 60 million modernization and rehabilitation project of the Nis-Brestovac railway in southern Serbia. The Trace Group was advised by Eurolex Bulgaria and Andric Law Office.

According to CMS, “the project is financed by the EU and co-financed by the Ministry of Finance of Serbia and includes both the design and construction phases.“ 

This marks the second railway-related project CMS advised the Balkantel/Trace Group consortium on, following its successful participation in a tender for a EUR 45 million railway public procurement project in Bulgaria (as reported by CEE Legal Matters on July 27, 2020). 

CMS Sofia’s team consisted of Managing Partner Kostadin Sirleshtov and Associates Borislava Pokrass and Diyan Georgiev. 

Doklestic Repic & Gajin’s team included Partners Slobodan Doklestic and Milos Pandzic. 

Eurolex Bulgaria’s team was reportedly led by Stoyan Barzakov. 

Andric Law Office’s team was reportedly helmed by Managing Partner Luka Andric.

CMS has advised Green Source GmbH and its Solar Partners subsidiary on the EUR 66 million financing provided by Kommunalkredit Austria for the construction of power plants in Hungary. Wolf Theiss advised Kommunalkredit Austria.

The signing of project documentation for the EUR 66 million financing took place at the end of July 2020 and financial closing occurred in mid-August.

According to CMS, “the project concerns the construction of eight solar power plants with a total peak capacity of 65 MW by five Hungarian project companies owned by Solar Partners.”

Green Source, which was founded in Vienna in 2006, specializes in the development, construction, operation, and operations and maintenance of ground-mounted photovoltaic plants in Central and Eastern Europe for private and institutional investors. To date, Green Source has developed, constructed, and sold 27 projects with a total capacity of over 332 MW.

CMS’s team included, in Vienna, Partners Johannes Trenkwalder, Stefan Paulmayer, Thomas Hamerl, Guenther Hanslik, and Marcell Clark, Senior Associate Lisa Oberlechner, and Associates David Kohl, Linda Marterer, Christoph Birner, Marie-Christine Lidl, Marco Selenic, and Vanessa Horaceck; in Hungary, Managing Partner Erika Papp, Senior Consultant Arpad Lantos, Senior Associates Peter Deak, Zsofia Hermann, and Zoltan Poronyi, and Associates Nora Devenyi and Zita Gressai; in Slovakia, Managing Director Oliver Werner, Senior Associate Barbora Korenecova, and Associates Natalia Janoskova and Terezia Rusnakova; and in Germany, Partners Antje Becker and Dorothee Janzen and Senior Associate Sonja Ebert.

Wolf Theiss’s team included, in Austria, Partner Andreas Schmid, Counsel Marika Lomashvili, Senior Associate Georg Harer, and Associate Victoria Mohler; in Hungary, Partner Laszlo Kenyeres, Counsel Melinda Pelikan, Senior Associate Zoltan Bodnar, and Associates Matyas Palosi, Andras Mozsolits, Zsombor Vancza, and Laszlo Lovas; and in Slovakia, Counsel Bruno Stefanik and Associate Dalibor Palaticky.

Both Poland’s Kochanski & Partners (on behalf of Poland’s Muszynianka Spolka z Ograniczona Odpowiedzialnoscia) and the Bratislava office of Squire Patton Boggs (on behalf of the Slovak Republic) are claiming victory in a dispute involving the Agreement on the Protection and Promotion of Investments between the Slovak Republic and the Republic of Poland.

According to the Slovakian Ministry of Finance, “the subject of the dispute was the issue of the use of mineral water from springs located in the Slovak village of Legnava, which was to be transported by pipeline to Poland and bottled in the Polish village of Muszyna. [Muszynianka Spolka z Ograniczona Odpowiedzialnoscia] claimed compensation from the Slovak Republic for almost EUR 170 million on the ground that the amendment to the Constitution of the Slovak Republic regulating the export of bulk water (Article 4 (2) of the Constitution of the Slovak Republic [which was enacted in 2014]) was contrary to international law.”

The tribunal, seated the arbitration in Switzerland and held a full merits hearing at the Peace Palace in The Hague in January 2019, applying UNCITRAL Arbitration Rules.

According to the Squire Patton Boggs report, “in its decision, the tribunal found that the Constitutional Amendment bears a reasonable relationship with the legitimate public policy objectives of water preservation, public health and regulation of the use of natural resources. It further held that the Constitutional Amendment was not discriminatory, was not targeted at Muszynianka and was proportional. Consequently, the tribunal found that any breach was inconsequential because it did not cause any loss to GFT Slovakia or Muszynianka, as further permits would have been required that could not have been obtained before the issuance of the Constitutional Amendment and would have been prohibited by the Constitutional Amendment after its enactment.” According to the firm, “the tribunal, therefore, held there was no causation and rejected Muszynianka’s claim for damages in its entirety.”

Kochanski & Partners reported the results quite differently. According to the Polish firm, “the Arbitral Tribunal … decided that Slovakia had violated international law to the detriment of the Polish company.” According to the firm, “the Arbitral Tribunal held that it had jurisdiction over the dispute and dismissed all jurisdictional objections of Slovakia and the European Commission. For the first time ever, the Investment Tribunal found the intra-EU agreement on the termination of BITs as being without prejudice to the pending proceedings, with Muszynianka retaining the right to having its investment protected. This is of key importance for investors of Member States that have initiated proceedings under intra-EU BITs. Furthermore, the Tribunal dismissed all objections of Slovakia to the admissibility of Muszynianka’s claims, including the objection of alleged illegality of the investment project. The Tribunal thus confirmed the cross-border activity planned by Muszynianka as being legally permissible prior to the entry into force of the amendments to the Slovak Constitution.” In addition, the firm reported, “the Tribunal … [stated] that the administrative proceedings concerning Muszynianka ‘were conducted in willful disregard of Slovak administrative law and the transparency expected from State authorities.’ In the Tribunal’s view, the Slovak authorities’ action against Muszynianka ‘was in breach of the fair and equitable treatment standard.’ The Tribunal also found that such conduct was in breach of the non-impairment standard.”

Although Kochanski & Partners conceded that “the Tribunal held … that the Constitutional Amendment banning the cross-border transport of water via pipelines did not violate the BIT,” and “thus … did not award damages for the BIT violations,” it maintained that “considering the essential part of the award and [our] client’s reaction, we believe this to be a success and are now considering the legal remedies that may enable our client to obtain satisfaction of his recognized claims.”

Squire Patton Boggs’ team included Bratislava Managing Partner Tatiana Prokopova, Prague-based Partners Rostislav Pekar and Maria Polakova, US–based Partners Stephen Anway, Mark Stadnyk, Raul Manon, and David Alexander, and Perth-and-London-based Partner Alexis Martinez, as well as Bratislava-based Senior Associate Eva Cibulkova, and Associates Aleksandra Dziki and Jakub Kamenicky.

Kochanski & Partners’ team was led by Partner Marek Jezewski, the firm’s Head of Dispute Resolution.

Eisenberger & Herzog, Milbank, and Rojs, Peljhan, Prelesnik & Partners have advised the Sartorius Group on its acquisition of BIA Separations and the merger of is into its subgroup Sartorius Stedim Biotech. Schoenherr advised the unidentified majority shareholder on the sale.

The transaction has a total value of EUR 360 million, of which EUR 240 million will be paid in cash and EUR 120 million in Sartorius Stedim Biotech shares. Additionally, three tranches of earn-out payments based on performance over the next five calendar years were agreed. The acquisition is subject to customary closing conditions and is expected to close by the end of 2020.

Eisenberger & Herzog describes the Sartorius Group as “a leading international partner of biopharmaceutical research and the industry.” according to the firm, “in fiscal 2019, the group earned sales revenue of some EUR 1.83 billion with around 9,000 employees at approximately 60 manufacturing and sales sites globally.”

BIA Separations develops and manufactures products for the purification and analysis of large biomolecules such as viruses, plasmids, and mRNA, which are used in cell and gene therapies and other advanced therapies.

Eisenberger & Herzog’s team included Partner Josef Schmidt, Associates Claudia Kendlbacher and Thomas Krach, and Attorney Karoline Hofmann.

Milbank’s team was led by Frankfurt-based Partner Michael Bernhardt.

The Rojs, Peljhan, Prelesnik & Partners team in Slovenia was led by Partner Bojan Sporar.

Schoenherr’s team included, in Vienna, Partners Thomas Kulnigg, Markus Piuk, and Michael Woller, Counsel Sascha Schulz, Associates Maximilian Nutz, Andreas Lengger, Dominik Tyrybon, and Sebastian Lukic, and Attorney Michael Marschall; and in Slovenia, Partners Vid Kobe, Eva Skufca, and Bojan Brezan, Associate Ursa Usenicnik, and Attorneys Matej Crnilec, Peter Gorse, Marko Frantar, and Jurij Lampic.

Sorainen has advised Infracapital and AMP Capital on the sale of their combined ownership interest in Adven, a provider of clean energy solutions across the Nordics and Baltics, to unnamed institutional investors.

According to Sorainen, “Infracapital, the infrastructure equity investment arm of M&G, and AMP Capital have owned Adven since January 2016, during which [time] they have worked with the business to achieve a number of significant milestones. These milestones include successfully entering the Latvian and Norwegian energy infrastructure markets as well as significantly expanding their business’ presence in the Swedish market, becoming the leading provider of outsourced clean energy in the region.”

Sorainen’s team included Estonian Partner Piret Jesse and Latvian Managing Partner Eva Berlaus, Counsels Pirkko-Liis Harkmaa and Andis Burkevics, Senior Associates Britta Retel, Kaspar Endrikson, Mirjam Vichmann, Piibe Lehtsaar, Piret Lappert, Robin Teever, Sandra Mikli, Andris Vilisons,  Renate Purvinska, Viktorija Smirnova-Cerkasa, and Zanda Frisfelde, and Associates Mario Sorm and Liva Aleksejeva.

Sorainen was unable to provide additional information on the matter.

ODI Law and Praljak & Svic have advised Tokic, a Croatian auto parts retail chain, on the acquisition of all shares in Slovenian tire distribution company Bartog from private individuals Jasna Bartolj Kotar and Darija Bartolj Umek. The sellers were advised by solo practitioners Mihael Prcic and Janez Tekavc.

ODI Law describes Bartog, which was established in 1989, as “one of the leading companies in Slovenia for the distribution of tires, wheels, spare parts, additional equipment, oils, lubricants, and fluids, as well as repair services for all types of vehicles.” According to the firm, Tokic, which was established in 1990, is “the leading retail chain of auto parts in Croatia, with more than 230 world-renowned manufacturers for all types of personal and commercial vehicles. [The company has] more than 110 retail stores throughout Croatia and more than 260,000 different products in their offering.”

ODI Law’s team included Partners Branko Ilic and Tine Misic and Senior Associate Primoz Mikolic. 

Praljak & Svic’s team was led by Partner Vitorija Svic.

Dentons has assisted the Austrian insurance group UNIQA and CherryHUB, its Hungarian InsurTech subsidiary, enter the German market. 

According to Dentons, “Since May 2020, UNIQA and CherryHUB have introduced five products under the branding Cherrisk, offering customers in Germany access to innovative home and contents, accident and travel insurance products.”

According to Dentons, “Cherrisk is offered through a digital distribution model that is directly accessible, targeting a young and digitally versatile user group. Cherrisk’s 24/7 accessible and user-friendly online portal, coupled with the ability of customers to report claims via video calls, introduces an innovatively [sic] different approach when compared to traditional insurance products available on the German market.” Dentons adds that the “Cherrisk brand name is derived from the concepts of charity, risk-sharing, and the company’s bonus system called Cherries. As part of its entry into the German market, Cherrisk launched a dedicated lifestyle app: Cherrisk Go.”

Dentons’ team included Partners Kai Goretzky, Michael Huertas, Michael Graf, and Constantin Rehaag, Counsel Marcus Seiboth, Senior Associate Michael Shutz, and Associates Catharina von Berg and Sebastian von Haldenwang.

DLK Legal in Poland and Kinstellar in Hungary and the Czech Republic have advised Infosys on its EUR 30 million acquisition of GuideVision. Osborne Clarke’s offices in the Netherlands, United Kingdom, and Germany, Sorainen in Belarus, and Castren & Snellman in Finland, reportedly also advised Infosys on the deal. Havel & Partners reportedly served as GuideVision’s advisor in the Czech Republic.

The acquisition is expected to be completed during the third quarter of 2021. 

Infosys is is an Indian multinational corporation that provides business consulting, information technology, and outsourcing services. 

GuideVision is a consultancy company which offers services as a partner of the US-based cloud computing platform ServiceNow. 

DLK team’s team included Managing Partner Krzysztof Korus, Senior Associate Michal Mostowik, Attorney Szymon Zych, and Associate Bartosz Gauza. 

Kinstellar’s team in the Czech Republic included Partner Jan Juroska, Counsel Zdenek Kucera, Senior Associates Petra Ledvinkova and Ladislava Jasanska, Associate Martina Mazurkova, and Junior Associates Stepanka Havlikova and Matej Vecera. The firm’s team in Hungary included Managing Associate Zsombor Orban Associate Daniel Peter.

Editor’s note: After this article was published, Havel & Partners informed CEE Legal Matters that the firm’s team on the deal included Partner Jan Koval, Counsel Josef Zaloudek, Senior Associates Veronika Filipova and Vojtech Katzer, and Associate Ivo Skolil.

Schoenherr’s Budapest and Prague offices have advised Covivio on its lease of the Carlo IV hotel in Prague and the New York Palace and New York Residence hotels in Budapest to the NH Hotel Group. CMS advised the NH Hotel Group on the deal. 

Financial details of the lease were not disclosed.

Covivio is a European real estate investor with EUR 25 billion in assets. Its primary areas of focus are offices spaces, hotels, and residential buildings. The hotels were among those that Covivio acquired from Varde Partners earlier this year (as reported by CEE Legal Matters on February 27, 2020). 

NH Hotel Group is a multinational company which operates over 350 hotels across Europe and America. It was founded in 1978 and is currently headquartered in Madrid, Spain. 

Schoenherr’s team, in Hungary, consisted of Head of Real Estate & Construction Laszlo Krupl, Partner Kinga Hetenyi, Attorney-at-Law Daniel Varga, and Associate Adrian Menczelesz. In the Czech Republic, the firm’s team included Partner Martin Kubanek, and Attorneys-at-Law Viktor Pakosta, Eva Purgerova, and Jiri Marek.

CMS’s team included Hungarian Partner Gabor Czike and Senior Associate Andras Klupacs.

Editor’s note: After this article was published, CMS informed CEE Legal Matters that Prague-based Partner Lukas Hejduk and Prague-based Associates Michal Samek, Petr Koral, Magda Nemcovam and Lukas Reichman were on the firm’s team as well.