Category: Deals and Cases

BDK Advokati has advised the United Kingdom’s Convex Holding on the sale of 51% of its shares in Trizma d.o.o. to Croatia’s Meritus Upravljanje d.o.o. MPRR reportedly advised the buyers on the deal.

Trizma is a call center provider located in Serbia. According to BDK, “Meritus Upravljanje is the owner of M+ Group, a regional player in the area of contact center services and direct marketing, specializing in the telecommunications, TV, energy, banks, insurance, and FMCG industries.”

The BDK team consisted of Senior Partner Vladimir Dasic and Associate Jelena Zelenbaba.

Editor’s Note: After this article was published MPRR confirmed that it had advised Meritus Upravljanje d.o.o. on its acquisition of 51% of the shares of Trizma d.o.o. The firm’s team was led by Senior Partner Vladimir Mamic and included Junior Partner Nikola Kokot and Attorney-at-Law Marko Milosevic.

DLA Piper Poland, Oppenheim, and PRK Partners have advised Metro Properties on the more-than-EUR 250 million sale and lease-back of 11 Cash & Carry stores in Poland, Hungary, and the Czech Republic to FLE GmbH, an Austrian subsidiary of French LFPI Group, investing on behalf of the AIF regulated fund. Allen & Overy, Novalia, and DLA Piper Hungary advised FLE on the transaction, which was finalized in August 2019.

The properties include five Makro Cash & Carry stores in Poland (in Warsaw, Wroclaw, Krakow, and Lublin), three Metro Cash & Carry properties in Hungary (all in Budapest), and three Makro Cash & Carry markets in the Czech Republic (all in Prague). Metro Properties retains the ownership of several adjacent plots in Poland and the Czech Republic to develop mixed-use projects. 

Metro is an international wholesale company with food and non-food assortments that specializes in serving the needs of hotels, restaurants, and caterers as well as independent traders. Metro Properties is the real estate company of Metro AG, an international wholesale and food expert, that operates in 36 countries and employs more than 150,000 people worldwide. The company, which is headquartered in Germany, also has operations in Poland and Turkey.

FLE GmbH, based in Vienna, is a subsidiary of LFPI group, an international multi-asset manager. The real estate funds managed by LFPI group are owners of more than 250 real estate properties with an estimated net value of approximately EUR 3 billion.

The PRK Partners team included Partner Roman Pecenka and Associate Milan Sivy.

The DLA Piper Poland-based team included Partner Jacek Gizinski, Counsel Pawel Chodzinski, Associates Miroslaw Calka and Karolina Madrzycka, and Junior Associate Karolina Kordulska.

The Allen & Overy team included Partner Michal Matera, Senior Associates Piotr Przybylski and Anna Madra, and Associates Krystyna Fatyga and Maciej Wroniak.

Editor’s note: After this article was published Novalia informed CEE Legal Matters that its team included Partners Pavel Marc, Kamil Stanek, and Marketa Kucerova Pechova.

Schoenherr, working with lead counsel Kirkland & Ellis, has advised Apax Partners on its acquisition of a majority stake in the ADCO Group. The ADCO Group’s shareholders were advised by King Wood & Mallesons on the transaction, which remains subject to regulatory approvals and is expected to close by the end of the year.

Apax Partners is a global private equity advisory firm. The Apax Funds invest in companies in the tech & telco, services, healthcare, and consumer sectors. 

The ADCO Group, founded in Germany, operates the DIXI and TOI TOI brands providing portable toilet and sanitation equipment rental and services worldwide. 

The Schoenherr Czech Republic team was led by Partner Vladimir Cizek and included Attorneys at law Jitka Kadlcikova, Stanislav Bednar, Helena Hangler, Eva Bajakova, Claudia Bock, Jiri Marek, and Rudolf Bicek, and Associates Jachym Bem and Tomas Jansa.

The Schoenherr Poland team was led by Partner Pawel Halwa and included Counsel Krzysztof Pawlak, Attorney at law Krzysztof Lesniak, and Associate Daria Rutecka.

The Germany-based team of Kirkland & Ellis was headed by Partner Attila Oldag and included Partner Thomas Krawitz and Associates Samuel Frommelt and Angelina Seelbach.

McDermott Will & Emery has advised German automotive supplier Borges on its restructuring. Latham & Watkins acts as coordinating counsel to the bank syndicate on the restructuring, with the Prague and Warsaw offices of Clifford Chance advising the syndicate and Dentons lawyers in Frankfurt and Berlin advising Bank Ceska Sporitelna.

The deal was signed and closed in July 2019.

Borgers was founded in 1866 and produces upholstery materials that are primarily used to reduce noise in cars. Clifford Chance describes the company, which is headquartered in Bocholt, Germany and employs approximately 7,000 workers worldwide and has operations in Europe, the US and Asia, with a manufacturing presence in the Czech Republic and Poland, as “one of the world’s leading manufacturers of acoustically effective components for motor vehicles.” The group’s annual sales amounted to approximately EUR 900 million in 2018.

The McDermott Will & Emery team included Partners Matthias Kampshoff, Oliver Lieth, Dustin Schwerdtfeger, Christoph Coenen, Oliver Hahnelt, Adam Spiegel, Anh Lee, Daniel von Brevern, Nina Siewert, Darren Azman, and Marc Oberhardt, and Associates Benedikt Schulz, Ulrike Witt, Bjorn Bieh, Ravi Vohra, David Schafer, Marta Wrobel, Rosie Mist, Clare Baglin, Emma Jolley, Rosemary McSwine, Stanislas Chenu, and Michael Rostovtsev.

The Latham & Watkins team included Partners Jorn Kowalewski, Ulrich Klockenbrink, Sibylle Munch, Vik Puri, Jennifer Brenna, Etienne Gentil, Fernando Colomina, Dirk Kocher, and Tobias Klass, and Associates Jan-Philipp Prass, Anja Hornbostel, Martina Eisgruber, Kate Zhu, Christoph Rapp, Gayle Grocke, Luke Vaz, Chithra Rengamanner, Tristan Lemaire, Pablo Alarcon.

The Clifford Chance team advising the syndicate of banks on the Czech and Polish law aspects of the restructuring was led out of Prague by Partner Milos Felgr and Of Counsel Tomas Richter and included Czech Associates Pavel Bogusky and Junior Lawyer Lucie Ruzickova. The Clifford Chance Warsaw team included Partner Andrzej Stosio and Associate Piotr Weclawowicz.

The Dentons team included Berlin-based Partner Andreas Ziegenhagen and Frankfurt-based Counsel Verena Etzel.

Editor’s Note: After this article was published Dentons informed CEE Legal Matters that its team included, in Prague, Partner Jiri Tomola, Counsel Martin Fronek, and Associate Ondrej Vales, and in Frankfurt, Partner Arne Kluwer.  

The MCL law firm has advised private equity group MiddleCap Partners on its acquisition of Czech and Slovak optical component retailers Fokus Optic a.s. and Fokus Ocna Optika a.s., as well as on related acquisition financing from Slovenska Sporitelna. Urban & Hejduk assisted MiddleCap Partners on Czech elements of the deal, with Czech law firm Miks and Suk and Slovak law firm Legate advising the sellers. Dentons advised Slovenska Sporitelna.

The identity of the sellers (six private individuals for Fokus Ocna Optika in Slovakia and ten private individuals for  Fokus Optic in the Czech Republic) was not disclosed.

The MCL team in Bratislava was led by Partners Vojtech Palinkas and Martin Jurecko and included Senior Associate Kamila Turcanova, with Prague-based Head of Banking/Finance Michal Ranostaj handling both Czech and Slovak acquisition financing aspects.

The Urban & Hejduk team in Prague was led by Partners Jan Urban and Katerina Mala.

The Legate team advising the sellers included Managing Partner Peter Vrabel and Senior Associate Katarina Sivakova.

The Dentons team advising Slovenska Sporitelna on the financing including Bratislava-based Partner Peter Kubina and Associate Richard Marcincin and Prague-based Local Partner Tomas Osicka and Associate Tomas Mach.

Editor’s Note: After this article was published Miks and Suk informed CEE Legal Matters that its team consisted of attorneys Antonin Pechar and Nikola Smejdirova.

Avellum has provided Ukrainian counsel to Polish IT company Cornerstone Partners, the co-owner of IT Kontrakt, on its acquisition of CoreValue, a US-headquartered IT service provider with Ukrainian roots. Weil, Gotshal & Manges was lead counsel to Cornerstone Partners.

Cornerstone Partners is a private equity investment firm founded in 2001 that invests in private equity transactions in Poland and CEE. IT Kontrakt implements IT solutions and services for business and offers support with building IT systems. Since July 2017, IT Kontrakt has been part of Oaktree Capital Management, a global private equity fund.

CoreValue is a US-based software and technology services company with development labs across Ukraine and Poland.

The Avellum team was led by Partner Yuriy Nechayev and included Associates Dmytro Symbiryov, Yulia Chelebii-Kravchenko, and Daryna Mykhailenko.

TGS Baltic and Clifford Chance have advised London-listed online gaming operator JPJ Group plc on the Estonian law aspects of its GBP 490 million conditional acquisition of UK-based software developer Gamesys Holdings Ltd. CMS and Ellex Raidla advised Gamesys on the deal.

JPJ will pay GBP 250 million in cash and GBP 240 million in shares. As a result of the transaction, the company will be renamed Gamesys Group PLC. JPJ will acquire Gamesys platforms and the operated brands of Virgin Games, Monopoly Casino, and Heart Bingo in the UK and Virgin Casino in New Jersey, USA. The acquisition does not include Gamesys’ Virgin Bet sports betting business, its Livescore sports data, and media unit, as well as its non-bingo games studio and supply business. Gamesys shareholders will own 31% of the new group and Gamesys CEO, Lee Fenton, will become the CEO of Gamesys Group PLC. JPJ Executive Chair Neil Goulden in his respective role.

The transaction is expected to close in the third quarter of 2019 and is subject to JPJ shareholder approval, customary regulatory conditions, and the reorganization of the Gamesys Group. 

Gamesys was also reportedly advised by Mourant Ozanne in Jersey, Hassans in Gibraltar, Cuatrecasas in Spain, Fenech Farrugia Fiott Legal in Malta, and Saiber in New Jersey. Mishcon de Reya also advised JPJ on the acquisition. 

The TGS Baltic team consisted of Partner Kadri Kallas and Junior Counsel Mirko Kikkamagi.

Clifford Chance’s team consisted of Partners Simon Thomas, Nelson Jung, and Steven Fox, alongside Senior Associates Fiona Garside and James Koessler, Associates Phoebe Richardson and Olivia Higgs, Lawyer Deepaloke Chatterjee, and Trainees Lisa Fogarty and Harriet Harper. 

CMS’s team in the UK was led by Partner Rob Willis, supported by Partners Stephen Hignett, Anna Soilleux Mills, Melanie Lane, Caroline Hobson, David Zeffman, and Andrew Quayle, Of Counsel Jacob Gilkes and Cathy Merry, Lawyers Sarah Wright and James Pontifex, Senior Associates Sam Pout, Robert Sartor, Kabir Garyali, Rebecca Platt, Oscar Webb, and Nicole Gyring Nielsen, Associates Max Weaver, Janine Chisholm, Dave Johns, Alasdair Lamb,Amanda McDowell, Matt Hanson, Rachel Easter, Ruth Derruau, and Nathan Jest, and Trainee Ian McKie.

The CMS Vienna team consisted of Partner Peter Huber, Attorney-at-Law Martin Trapichler, and Associate Simon Cook. CMS’s Prague teamincluded Senior Associate Lucie Zanaskova and Associates Petr Koral and Tereza Maternova.

The Ellex Raidla team consisted of Partner Sven Papp and Senior Associate Alla Kuznetsova.

The Mishcon de Reya team included Partners Stuart McMaster and Saul Sender.

Sorainen has advised Capitalica Baltic Real Estate Fund I on its entrance to the alternative First North market in Lithuania.

Capitalica Real Estate Baltic Fund I is a closed-end investment undertaking that is managed by Capitalica Asset Management. The fund’s bonds were listed on July 30, 2019.

Capitalica Baltic Real Estate Fund I manages business centers in Vilnius and Kaunas and is planning to build Verde class A business centers in Riga, Latvia. The fund issued a bond amounting to EUR 3 million. Sorainen reports that during the primary placement 70 investors purchased bonds. The second phase of the bond offering will continue until September 3, 2019. In total, up to EUR 5 million is expected to be raised through the public bond offering.

Capitalica Asset Management specializes in commercial real estate management in the Baltic States. The company is 80% owned by major Lithuanian capital group SBA, with the remaining 20% owned by A. Barstys’ Fox Holdings.

The Sorainen team consisted of Partner Augustas Klezys and Senior Associate Dalia Augaite.

ODI has represented AIK Banka and Societe Generale’s Slovenian entities on a EUR 36 million cross-border syndicated debt refinancing of the Don Don Group. Selih & Partnerji assisted Don Don on the deal.

The multi-jurisdictional transaction in Slovenia, Croatia, and Serbia was divided into two main stages and structured such that the the existing debt will be refinanced by three separate syndicated facilities agreements based on Loan Market Association standards. 

The Don Don Group is a regional industrial bakery with eight production plants in Slovenia, Croatia, Serbia, Bosnia and Herzegovina, Montenegro, and Bulgaria.

The ODI team in Slovenia consisted of Partner Suzana Boncina Jamsek and Senior Associate Masa Drkusic. The Croatian team was led by Partner Branko Ilic and the Serbian team included Partners Tamara Curovic and Milos Curovic. 

The Selih & Partnerji team was led by Partner Mia Kalas.

Jank Weiler Operenyi and Reff & Associates — the Austrian and Romanian members of the Deloitte Legal network — have advised Rondo Ganahl AG on its acquisition of 60% of the shares of Romanian SC Transilvania Pack and Print SA from Offsetdruckerei Schwarzach GmbH. Thurnher Wittwer Pfefferkorn & Partner advised Offsetdruckerei Schwarzach on the deal.

The transaction closed at the beginning of June, 2019. Offsetdruckerei Schwarzach retains 40% of the company. 

Rondo Ganahl, which was founded in 1911, manufactures corrugated board packaging and recycled corrugated case material. The company also engages in collecting, sorting, and processing waste paper, collects waste paper and destructing records, and provides container services. In addition, it offers recycling site, waste management centre, business, and shopping street disposal solutions. 

The Jank Weiler Operenyi team in Vienna consisted of Partner Andreas Jank, Counsels Johannes Lutterotti and Konstantin Kock, and Associate Gerald Hendler.

The Reff & Associates team in Bucharest consisted of Partner Georgina Singurel and Florentina Munteanu, Managing Associate Andreea-Cezara Szakacs, and Senior Associate. 

The TWP team consisted of Partners Viktor Thurnher and Christian Wirthensohn.