Category: Deals and Cases

The Prague office of CEE Attorneys has advised the AGS Group on the establishment of a joint venture with Spuntik.cz s.r.o. which will operate as MMS Digital a.s. Havel & Partners reportedly advised Spuntik.cz.

The AGS Group consists of nine companies in the Czech Republic, Slovakia, Hungary, and Poland. According to CEE Attorneys, the joint venture is expected to achieve turnover exceeding CZK 1 billion.

According to CEE Attorneys, AGS and Spuntik.cz “specialize in wholesale, retail, and online sales of baby products, merchandise for parents and pregnant women, operation of maternal centers and associated marketing matters within the relevant market in the Czech Republic, Slovakia, and Hungary.”

The CEE Attorneys team was led by Partner Lukas Petr and Managing Associate Martina Schutzova.

Sidley Austin was global legal counsel to the Nidec Corporation and Alrud and Kinstellar provided local assistance in Russia and Slovakia, respectively, on the company’s USD 1.08 billion acquisition of Embraco from the Whirlpool Corporation. Linklaters, Pinheiro Neto Advogados in Brazil, and Cleary Gottlieb Steen & Hamilton were among the firms advising Whirlpool on the sale.

In addition to Sidley Austin, Kinstellar, and Alrud, Machado Meyer Advogados in Brazil, LMCR – La Torre Morgese Cesaro Rio in Italy, and Creel, Garcia-Cuellar, Aiza y Enriquez in Mexico advised Nidec.

The deal was signed on April 24, 2019, and closed on July 2, 2019, following the European Commission’s grant of approval on June 26, 2019. Customary post-closing filings and registrations related to the acquisition of two subsidiaries in China of Embraco are expected to be completed by September 30, 2019.

Founded in 1973 in Kyoto, Japan, the Nidec Group specializes and handles motor application products with the focus on motor business. 

Embraco is a Brazilian manufacturer of compressors for refrigeration systems. It was founded in 1971 to supply the Brazilian refrigeration industry. The business has manufacturing facilities in Brazil, Italy, China, Slovakia, and Mexico. Embraco also maintains commercial offices in the United States and Russia.

Whirlpool Corporation, established in 1911, is a home appliance company headquartered in Benton Harbor, Michigan. The company markets Whirlpool, KitchenAid, Maytag, Consul, Brastemp, Amana, Bauknecht, JennAir, Indesit and other brand names globally.

The Alrud team was lead by Partner German Zakharov, supported by Partner Alexander Zharskiy and Associate Alla Azmukhanova and Ekaterina Rogacheva. 

The Kinstellar team was led by Partner Adam Hodon and included Senior Associate Tomas Melisek and Associates Katarina Zemlova and Andrea Snopekova.

The Linklaters team was led by Partners Peter Cohen-Millstein and Nick Rees, assisted by Senior Associates Kyle Colvin and Tai Vivatvaraphol.

Boyanov & Co in Bulgaria, NNDKP in Romania, and the Polenak Law Firm in North Macedonia have advised Norway’s LINK Mobility Group on its June 29, 2019 acquisition of all five of Allterco’s telecommunications subsidiaries in Bulgaria, Romania, and North Macedonia. Bulgaria’s Forlexa law firm reportedly advised Allterco on the deal.

According to Boyanov & Co, which led the buy-side legal team, the indicative price was EUR 7.9 million, but “the final price will be determined on a cash-free/debt-free basis after correction of the companies’ preliminary financial statements.”

The deal involves Allterco’s Bulgarian units (Teravoice, Tera Communications, and Allterpay), as well as its Romania-based subsidiary Teracomm RO and North Macedonia-based Tera Communications DOOEL.

Upon completion of the transaction, Allterco will receive 60% of the price in cash. A further 20% will be paid on a deferred basis within two years, while the remaining 20% will be paid by transferring rights for purchase of shares in Victory Partners VIII Norway Holding – the sole owner of LINK Mobility Group. 

Among other things, Boyanov & Co., NNDKP, and the Polenak Law Firm – all members of the SEE Legal alliance: (i) carried out a legal due diligence of the targets; (ii) advised on the share purchase agreement; (iii) advised on a corporate restructuring of the targets to smooth the completion; (iv) advised on antitrust clearances in Bulgaria and North Macedonia; and (v) assisted in satisfaction of various other conditions precedent to closing the deal.

The Boyanov & Co. team was led by Partner Damian Simeonov, the Polenak Law Firm’s team included Partners Tatjana Shishkovska and Metodija Velkov, and NNDKP’s team was led by Partner Gabriela Cacerea and Managing Associate Madalina Panca.

The Forlexa team was led by Partner Trayan Ivanov. 

Just last month the same four firms advised on Link Mobility Group’s acquisition of Terracomm, a provider of B2C messaging services, from Allterco (as reported by CEE Legal Matters on June 11, 2019).

Editor’s Note: After this article was published Forlexa confirmed its involvement in the deal and informed CEE Legal Matters that Managing Partner Stanislav Kassarov had worked alongside Trayan Ivanov. In addition, Forlexa reported, Allterco’s in-house legal team was led by lawyer Denica Stefanova.

Kinstellar has advised British steel-maker Liberty Steel on Romanian and Czech law aspects of its EUR 740 million acquisition of ArcelorMittal’s European assets. 

Liberty acquired seven steelmaking units and five service centers from ArcelorMittal, including the steel factories in Ostrava in the Czech Republic and Galati in Romania, steel mills in Skopje, North Macedonia, Piombino, Italy, and Dudelange, Luxembourg, and two factories near Liege, Belgium.

According to Kinstellar, “with a combined rolling capacity of over ten million tonnes per year, these operations supply steel expect to multiple sectors across Europe’s industrial heartlands, including construction and infrastructure products, automotive, aerospace, energy, and industrial equipment, consumer products, and yellow goods.”

The Kinstellar team consisted of Partners Razvan Popa and Bogdan Bibicu, Counsel Zsuzsa Csiki, Senior Associates Mihai Coada, Smaranda Vacaru, Ioana Narosi, Oana Costache, Florina Toma, Stefanita Georgescu, Managing Associate Diana Rogozea, and Associates Madalina Perte, Flavia Petcu, Patricia Piticaa, Madalina Anghenie, Razvan Cretu, Mihaela Teodorici, and Andreea Grigorie, all in Romania. The team in the Czech Republic consisted of Partner Jan Juroska, Counsel Martina Brezinova, and Associates Jakub Stastny, Matej Vecera, and Martina Mazurkova.

Kinstellar did not reply to our inquiries about the deal.

Members of the BPV Legal in Romania, Hungary, the Czech Republic, and Slovakia have provided local counsel in those jurisdictions to Dutch property managers MVGM on its takeover of the property management division of the Jones Lang LaSalle Group in Continental Europe. The Hague office of the Dutch law firm Barents Krans acted as lead counsel to MVGM, and Watson, Farley & Williams was lead counsel to JLL, working with local counsel from Schoenherr in the Czech Republic, Slovakia, Poland, and Romania.

Watson Farley & Williams also worked with Orange Clover in the Netherlands, Argo Law in Belgium, Bonn & Schmitt in Luxembourg, and PLMJ in Portugal.

JLL provides financial and professional services specialising in real estate. It serves owners, occupiers, investors, and developers of real estate in more than 80 countries, including nine locations across Germany.

BPV Grigorescu Stefanica describes MVGM as “a leader on the Dutch real estate market, focusing on the property management sector, [with] approximately 900 employees in over 20 different locations in the Netherlands.” According to the firm, “following the transaction, MVGM will become one of the top five players on property management market in Europe. Moreover, the access of MVGM to another eight countries from Europe, namely Spain, Portugal, Belgium, Luxembourg, Poland, the Czech Republic, Romania, and Slovakia, will be facilitated and its activities in the Netherlands and Germany will be extended by 540 new employees.”

According to the firm, “MVGM will integrate gradually the new activities in its current business, in cooperation with JLL, by concluding separate transactions in each country, between September and December 2019, once all the necessary approvals from the authorities will be obtained.”

The bpv Grigorescu Ștefanica team in Bucharest was coordinated by Managing Partner Catalin Grigorescu and consisted of Managing Associate Cristinas de Jonge and Cristina Randjak and Associates Diana Radu and Andrada Popescu. Lawyers from bpv Huegel in Vienna, bpv Jadi Nemeth in Hungary, and bpv Braun Partners in the Czech Republic and Slovakia provided assistance in those jurisdictions.

The WFW team advising JLL was led by Frankfurt Corporate Partner Torsten Rosenboom, working closely with Senior Associate Jan Pesek. They were assisted in Frankfurt by Partner Christoph Naumann, Managing Associate Jan Winzen, and Associates Janine Henger, Marius Rothermund, Matthias Murr, and Nicolas Persch. WFW’s team in Hamburg consisted of Partners Ahmad Khonsari and Eckrolf Berg and Of Counsel Torge Rademacher. In Munich, the team included Partners Felix Siebler and Nikolaus Krienke, Senior Associate Christian Schnurrer, and Associate Maximilian Koch. London Partner Jeremy Robinson and Senior Associate Richard O’Brien provided EU competition and corporate advice respectively, and the firm’s team in Madrid included Partner Gonzalo Aranzabal and Associates Borja Gavilaa and Jaime Arrancudiaga.

Schoenherr’s team was led by Vienna-based Partner Sascha Hodl and Prague-based Partner Vladimir Cizek. The team included, in Bucharest, Partner Madalina Neagu and Attorney-at-Law Andra Jegan; in Prague, Attorneys-at Law Jitka Kadlcikova, Helena Hangler, and Jiri Marek; in Warsaw, Partner Pawel Halwa and Counsel Krzysztof Pawlak; and in Bratislava, Partner Stanislav Kovar and Michal Lucivjansky.

JLL’s in-house team included Head of Legal & Compliance – EMEA Nicolas Taylor, Head of Legal & Compliance – Germany Antonios Kotsis, and Senior Legal Counsel Melanie Schwade. 

Dentons has advised CEE hotel group Orbis on the separation of its real estate ownership from its service business and the subsequent sale of its service business to the Accor hotel group. Weil advised Accor on the deal. Ellex Valiunas also provided unspecified advice to Orbis on the deal.

Accor will acquire Orbis’ entire service business consisting of assets, agreements, and any other rights related to its services to managed and franchised hotels. The transaction value will exceed PLN 1.2 billion (approximately EUR 282 million). Following the transaction, Accor will manage all hotels currently owned or leased by Orbis. 

Earlier this year Dentons advised Orbis on Accord Hotels tender offers (as reported by CEE Legal Matters on January 25, 2019).

Dentons’ Poland-based team included Partners Piotr Dulewicz, Jakub Celinski, and Cezary Przygodzki, Managing Counsel Dariusz Stolarek, Senior Associates Dagmara Cisowska and Magdalena Olszewska, and Associates Marcin Czajkowski and Robert Semczuk, while its Romania-based team included Partners Raul Mihu and Bogdan Papandopol, Senior Associates Argentina Rafail and Oana Ionascu, and Associate Andreea Lepadatu. Its Czech Republic-based team consisted of Partner Jan Prochazka, Honorary Member Petr Kotab, and Associate Kristyna Brezinova, and its team in Hungary included Partner Annamaria Csenterics and Associate Nora Jakab.

The Weil team included Partner Marcin Chylinskii, Counsel Ewa Bober, and Associates Filip Lesniak, Leszek Cyganiewicz, and Arkadiusz Karwala.

The Ellex team was led by Associate Partner Ruta Armone and included Counsel Gintaras Balcius, Associate Partner Jolanta Liukaityte – Stoniene, and Senior Associate Aleksandr Asovskij. 

Sorainen and Mannheimer Swartling have advised telecommunication company Bite on its agreement with Tele2 to create a shared radio access network in Lithuania and Latvia. TGS Baltic and Vinge advised Tele2.According to Sorainen, the partnership is expected to boost the 5G network development process and benefit for the development of modern economies in Latvia and Lithuania. It will also enable companies to increase service quality for their clients by offering a wider, stronger network and optimizing each party’s network infrastructure maintenance and development costs.

“Network sharing has proven to be very successful for Tele2,” explained Tele2 President and CEO Anders Nilsson. “In Sweden, we share all of our mobile network infrastructure, which has not only made it possible for us to build world-class networks for our customers at a lower cost but also made us the most energy efficient operator in the country. The agreement with Bite will create great value for our customers, employees, shareholders and Latvian and Lithuanian societies, especially as we embark on the 5G journey.”

Both Bite and Tele2 will continue operating independently while sharing network infrastructure.

The partnership will be implemented by establishing a joint venture that will operate existing 2G, 3G, and 4G network infrastructure, as well as starting to develop the upcoming 5G network. Each party obtains a 50 percent ownership in the joint venture in both Latvia and Lithuania. The plan is to build the radio network gradually during 2021-2023, with planning and preparation taking place before 2021.

“The major goal of the partnership is to optimize existing radio network and build 5G infrastructure in Lithuania and Latvia faster, less costly and with better coverage than on an individual basis,” Bite Group CEO Nikita Sergienko said. “Shared radio network will result in better quality of service, larger coverage, and better capacity than separate networks could provide. Not to mention that the cooperation also will result in a more efficient use of resources, and have a positive environmental impact.”

Last year Sorainen advised Bite Latvija on the acquisition of Stream Networks and its LATNET Serviss subsidiary (as reported by CEE Legal Matters on April 18, 2018).

The Sorainen team in Lithuania consisted of Partners Daivis Svirinas and Laimonas Skibarka, Counsels Stasys Drazdauskas and Asta Augutyte-Rapkeviciene, Senior Associates Monika Malisauskaite, Ana Novosad, Irma Kirklyte, Jonas Kiauleikis, and Inga Macijauskaite, and Associate Dobile Minkute. The team in Latvia included Partner Ieva Andersone, Senior Associates Marika Grunte, Andris Taurins, and Jorens Jaunozols, and Associate Liva Aleksejeva. 

The TGS Baltic team consisted of Partner Andra Rubene and Associate Vladlena Rudusane-Simica in Latvia and Partner Lauras Butkevicius and Senior Associates Indre Barauskiene and Sonata Krasauskiene in Lithuania.  

The Vinge team consisted of Partners Carl Johan naf Petersens and Marcus Glader.

Doklestic Repic & Gajin is advising Slovenian airline Adria Airways in relation to its challenge to State aid granted to Air Serbia.

According to DR&G, the state aid provided to Air Serbia is a violation of Serbian law and a violation of the country’s international obligations under the Stabilization and Association Agreement with the EU. The firm reports that Adria Airways contacted the Serbian Commission for control of state aid but received no reply, and has now initiated proceedings in EU institutions.

DR&G Partner Dragan Gajin commented: “Adria Airways is worried over the aid that Serbia has illegally provided to Air Serbia and feels that it is inappropriate because it disrupts freedom of competition on the market.”

The Serbian government owns 51 percent of Air Serbia, with the remaining 49 percent held by Etihad Airways from the United Arab Emirates.

The DR&G team is led by Partner Dragan Gajin.

TGS Baltic’s Latvian and Estonian teams have helped Cryptofex, a fintech specialized in cryptocurrency exchange and customer wallet services, obtain a license from the Estonian Financial Intelligence Unit.

The Estonian Financial Intelligence Unit is an independent structural unit of the Estonian Police and Border Guard Board, which analyses and verifies information about suspicions of money laundering or terrorist financing, takes measures for the preservation of property where necessary, and notifies competent authorities upon detection of elements of a criminal offense.  

TGS Baltic has also represented Cryptofex in investment attraction process, facilitating the cooperation with MBK Co Ltd., a strategic investor from Japan listed on Tokyo Stock Exchange 2nd section. The cooperation with MBK Co Ltd will help Cryptofex’s further business development and expansion to European markets. 

The project was led by TGS Baltic Senior Associate Alise Eljasane.

Ellex Raidla and Clifford Chance have advised Enefit Green, a fully owned subsidiary of Eesti Energia, on its acquisition of 20 solar park projects in Poland from GEO Group’s subsidiaries. Dentons’ Warsaw Office advised GEO Group on the deal.

The total capacity of the acquired solar power plants is 19.15 megawatts. Enefit Green’s investment amounts to EUR 17.3 million.

Enefit Green is a renewable energy company owned by Eesti Energia which produces electricity and heat from wind, water, sun, biomass, biogas, and mixed municipal waste in Estonia, Latvia, Lithuania, and now also in Poland.

The Ellex Raidla team was led by Partner Martin Kaerdi.

Clifford Chance’s Warsaw-based team was led by Counsel Pawel Puacz, supported by Senior Associate Jaroslaw Gajda, Associates Weronika Miszewska, Zuzanna Potoczna, Adrian Krol, Katarzyna Kuchta, and Arkadiusz Walkowicz, and Legal Intern Dominika Pietkun.

Dentons’s Warsaw-based team consisted of Partner Arkadiusz Krasnodebski, Managing Counsel Agnieszka Kulinska, and Associate Filip Rucinski.