Category: Deals and Cases

Glimstedt, acting on behalf of Sanitex UAB, has successfully persuaded Lithuania’s Supreme Court to refuse to recognize and enforce a Serbian arbitration award against the Serbian state privatization agency. 

According to Glimstedt, the subject of the dispute was the termination of an agreement between Lithuanian investors and Serbia. The Serbian privatization agency unilaterally terminated the agreement with the investors and reclaimed the object of privatization without repaying the amount invested, and proceeded to sue for an award of the contractual penalty of 25% of the sale amount. In 2012, the Serbian Arbitration panel adopted a decision to uphold the lawsuit of the Privatization Agency, awarding an amount of EUR 3,275,000 to be paid by the investors.

When the Serbian Privatization Agency approached the Lithuanian Court of Appeal for the recognition and enforcement of the arbitration award in Lithuania, the Lithuanian investors raised the issue of refusal of recognition of the contractual penalty awarded by the arbitration as contradictory to public order.”

The Supreme Court of Lithuania, in a final and non-appealable ruling, refused to recognize and enforce the arbitration award. 

The Glimstedt team included Partners Kestutis Jaskutelis and Solveiga Paleviciene, Senior Associates Audrius Zvybas, Kornelija Basijokiene, and Albertas Stopas, and Associate Renata Racko.

JPM, Clifford Chance, and Kocian Solc Balastik have advised Pepsico and Karlovarske Mineralne Vody on the acquisition of Knjaz Milos, a producer of mineral water and soft drinks in the countries of former Yugoslavia, from Mid Europa Partners. Karanovic & Partners advised the sellers.

The deal is expected to close in the third quarter of 2019 upon issuance of relevant merger approvals.

Last year Kocian Solc Balastic advised Karlovarske Mineralne Vody on its acquisition of the PepsiCo beverages portfolio in the Czech Republic, Hungary, Slovakia, and Bulgaria (as reported by CEE Legal Matters on February 26, 2018). That deal was subsequently shortlisted for CEE Deal of the Year in Slovakia (as reported on February 6, 2019). 

The JPM team was led by Senior Partner Nenad Popovic and included Partners Jelena Stankovic Lukic, Nikola Poznanovic, Ivan Petrovic, Bojan Sunderic, and Jelena Nikolic, and Senior Associates Stefan Jovicic, Bojana Javoric, Anja Sakan, and Jelena Otasevic.

The KSB team included Managing Partner Dagmar Dubecka and Associate Jan Beres.

Clifford Chance’s team in the Czech Republic was led by Partners David Kolacek and Milos Felgr and included Senior Associates Aneta Disman and Marian Husar and Associates Ludvik Ruzicka, Zuzana Moravkova, Matej Kucera, Dominik Vojta, and Lucie Ruzickova.

The Karanovic & Partners team included Partners Rastko Petakovic and Milos Jakovljevic and Associate Sava Draca.

Editor’s Note: After this article was published CEE Legal Matters learned that White & Case had worked alongside Karanovic & Partners in advising Mid Europa Partners on the sale. According to the firm, “Mid Europa acquired Knjaz Milos in 2015 together with Imlek and Bambi, the leading regional dairy and confectionary companies, respectively, forming the consumer group Moji Brendovi.” As reported by CEE Legal Matters on February 21, 2019, Bambi was then sold off by Mid Europa earlier this year, with both White & Case and Karanovic & Partners advising on that sale as well.

The White & Case team in London that advised on the Knjaz Milos transaction was led by Partners Ian Bagshaw and Ken Barry, with support from Associates Will Summers and Jean Renaldy.

Subsequently, CEE Legal Matters also learned that AP Legal acted as the Serbian legal advisor to the consortium of domestic and foreign banks (consisting of Raiffesien Bank Beograd, Erste Bank Novi Sad, Erste Group Bank AG Vienna, and the EBRD) which financed the acquisition. The firm’s team consisted of Counsels Aleksandar Preradovic and Aleksandra Jovic.

Noerr, together with the Austria’s Arnold law firm, has advised SignaRetail on the sale of Kika’s Eastern European business to XXXLutz. XXXLutz was represented by CHSH on the purchase and by Wolf Theiss on the merger clearance process.

The parties signed the contracts for the sale of 22 locations in the Czech Republic, Hungary, Romania and Slovakia on April 26, 2019. The transaction included both the operational retail business with over 1,500 employees and the 22 properties.

Signa Group is a privately managed, European holding company focusing on real estate, retail, and media sectors. Its portfolio of assets is valued at over EUR 14 billion. 

The Arnold team was led by Managing Partner Nikolaus Arnold and Senior Associate Georg Huber and included Partner Bernhard Vetter von der Lilie, Attorneys Thomas Raubal and Roman Gruber, and Associates Christoph Jelemensky, and Felix Fisecker.

The Noerr team was led by Partners Zoltan Nadasdy, Gabriel Popa, Barbara Kusak, and Joerg Menzer, and Senior Associate Akos Bajorfi, and included Partner Edina Schweizer, Counsels Ludek Chvosta and Martin Tupek, and Associates Eszter Hegedus, Szilvia Andriska, Timea Tompa, Adrian Georgescu-Banc, Oana Piticas, Michal Janicek, Stepanka Havlikova, Tomas Zaborsky, and Martin Baraniak.

The Wolf Theiss team was led by Partners Markus Bruckmuller, Christian Mikosch, Peter Oberlechner, and Eva Spiegel and also included Partners Janos Toth, Luka Tadic-Colic, Niklas Schmidt, and Claus Schneider, Counsels Katarina Bielikova and Matthias Schimka, Senior Associate Jiayan Zhu, Associates David Gschaider, Lukas Pinegger, Peter Ihasz, Ivana Hovancova, Iris Riepan, Jakob Jelinek, Natascha Johannik, Stefan Horn, Marlene Bouzek, and Lucia Mocibob and Consultant Melanie Dimitrov.

The CHSH team included Partners Clemens Hasenauer, Johannes Prinz, Harald Stingl, Lorenz Pracht, Andrea Presser, Jozef Bannert, Karol Siska, Zizi Popa, Mirela Nathanzon, Senior Attorneys Andras Kauten, Lukas Srbecky, and Pavlina Ruzickova, and Associates Alexander Reich-Rohrwig, Benedikt Svoboda, Ferdinand Guggenmoos, and Hannah Schin.

Editor’s Note: This article was updated to reflect the full Wolf Theiss team.

Kinstellar, Gibson, Dunn & Crutcher, Stibbe, and Binder Groesswang have advised CANAL+ Group, a subsidiary of the Vivendi group, on the acquisition of the M7 Group from Astorg, a European private equity firm. Paul Hastings and Loyens & Loeff advised Astorg and the other selling shareholders of the M7 Group.

Gibson, Dunn & Crutcher’s Paris office was lead counsel to CANAL+ Group. Kinstellar advised the company on matters of Czech, Slovak, Hungarian, and Romanian law, Binder Groesswang advised on matters of Austrian law, and Stibbe advised it in Luxembourg, the Netherlands, and Belgium.

Paul Hastings served as lead counsel to Astorg, with Loyens & Loeff providing local advice in Luxembourg and the Netherlands. 

The M7 Group, which is based in Luxembourg and Amsterdam, is an independent pay-TV operator in Europe. The company’s portfolio includes CanalDigitaal and Online.nl in the Netherlands, Skylink in the Czech and Slovak Republics, TV Vlaanderen and TeleSAT in Belgium, AustriaSat and HD Austria in Austria, and M7 Germany in Germany. M7 Group has also been providing Internet and telephony services to its customers in the Netherlands and Belgium since 2011.

According to Kinstellar, the acquisition of the M7 Group will allow CANAL+ Group to expand into seven new European countries. The acquisition is subject to the European Commission approval. The estimated purchase price will be around EUR 1 billion.

The Kinstellar teams were led by Of Counsel Karla Rundtova. The Czech team included Attorney Zdenek Kucera and Petra Ledvinkova and Associate Adam Nemec. The Slovak team consisted of Partner Viliam Mysicka, Senior Associate Martin Kosa, Associate Marko Ernek, and Junior Associate Livia Miklenciova. The team in Budapest included Managing Associate Zsombor Orban, Associate Adam Suto, and Junior Associate Daniel Nagy. The Romanian team included Counsel Zsuzsa Csiki and Senior Associates Andrei Caloian, Oana Costache, and Ioana Narosi.

The Gibson, Dunn & Crutcher team consisted of Paris-based Partners Ariel Harroch and Judith Raoul-Bardy and Associates Sandra Bouchouareb, Adrien Levallois, and Manon Top. In Frankfurt, the deal was managed by Corporate Partner Dirk Oberbracht and Associates Jan Schubert and Milena Volkmann. In Brussels, Partner David Wood and Associate Attila Borsos advised on the transaction. 

The Binder Groesswang team consisted of Partners Thomas Schirmer, Ivo Rungg, Johannes Barbist, Markus Uitz, and Horst Lukanec, Counsel Hellmut Buchroithner, Senior Associate Wolfgang Guggenberger, Philipp Spring, Regina Krooll, and Sabine Apfl-Trompeter, and Associate Felix Fuith and Artan Duraku. 

The Paul Hastings team consisted of Partners Alexis Terray, Allard de Waal, and Sebastien Crepy and Associates Stanislas Offroy, Josephine Fourquet, and Thomas Pulcini.

PRK Partners has advised the Remy Cointreau Group on Czech and Slovak aspects of the sale of its Czech and Slovak distribution companies to Germany’s Mast-Jagermeister. Germany’s Luther law firm provided advice on German elements of the deal, which closed in April 2019. while Germany’s Gutt Olk Feldhaus and Schoenherr in the Czech Republic and Slovakia reportedly advised Mast-Jagermeister. Financial details were not disclosed.

The PRK Partners team consisted of Partner Jan Kohout and Associates Shiyang Zhang and Marian Baus.    

CEE Attorneys in Romania has advised EshopWedrop Group, the B2C service of Xpediator Plc., on signing a franchise agreement with TMM Express in Poland.

EshopWedrop, part of the Xpediator Plc Group, allows consumers to purchase products online through its integrated cross-border international online delivery service. In 2017, CEE Attorneys advised the company on its awarding of franchises in Cyprus and Albania as well (as reported by CEE Legal Matters on November 3, 2017).

TMM Express will be responsible for managing the services of EshopWedrop platform and offering services of the international delivery of purchases in Poland.

TMM Express International Business Development Manager Vitaliia Ihnatenko commented: “due to the nature of EshopWedrop’s delivery network the tariffs are priced so that even with the cost of transport included, online purchases are not excessive for consumers. Meaning consumers can continue to shop online in Europe and USA without having to incur high delivery rates.”

The CEE Attorneys team was led by Partner Sergiu Gidei and Managing Associate Krisztina Voicu. 

Cobalt has advised the shareholders of the TMB Group on the sale of its Finnish and Latvian operations to the Consolis Group, a European supplier of precast concrete solutions, acting through is Finnish entity, Parma Oy. Ellex Raidla, acting with Finland’s Krogerus and Sweden’s Setterwalls law firms, advised the buyers.

Although TMB retains its Estonian production unit in Tartu, Cobalt describes the transaction as “one of the largest M&A-based exits of Estonian capital from a foreign investment in history.”

Founded in 1961, TMB Group employs around 500 people and its annual revenue was close to EUR 125 million in 2018. 

Consolis initially agreed to buy the TMB Group last summer (as reported by CEE Legal Matters on October 30, 2018), acting then as well through its Finnish entity, Parma Oy. In January 2019 the Estonian Competition Authority terminated the merger control process regarding TMB’s Estonian business following the announcement that the parties were, at the time, abandoning the deal.

The Cobalt team consisted of Partners Martin Simovart, Elo Tamm, and Egon Talur, Specialist Counsel Jesse Kivisaari, Senior Associate Tonu Kolts, and Associates Liina Saaremets and Mart Blondal.

The Ellex team was led by Partner Sven Papp and included Ellex Raidla Senior Associates Gerda Liik and Martin Maesalu in Estonia, and Ellex Klavins Partner Zinta Jansons in Latvia.

The Krogerus team included Partner Antti Lehtimaja, Senior Advisor Lennart Simonsen, and Associate Ella Soldan.

The Setterwalls team was led by Partner Peter Soderlind and included Associate Fanny Berggren.

White & Case has advised Total Eren, a French renewable energy Independent Power Producer, on the acquisition of NovEnergia Holding Company, a Southern European Independent Power Producer. King Wood & Mallesons advised NovEnergia on the deal.

NovEnergia has subsidiaries in Spain, Italy, France, Bulgaria, Hungary, and Poland. 

With this acquisition, Total Eren increases its presence in Southern Europe, with NovEnergia bringing in 47 installed assets in the region. The company has an enterprise value of over EUR 1 billion.

The acquisition closed following the approval of the transaction by the Portuguese Competition Authority.

The White & Case team in Paris consisted of Partner Guillaume Vallat, Partner Thomas Le Vert, Counsel Orion Berg, and Associate Julien Etchegaray.

King Wood & Mallesons did not reply to our inquiry on the deal.

Law firm members of the SEE Legal Group, acting on behalf of Netlog Logistics, have completed a due diligence analysis of the Intereuropa group of companies, upon the announcement of a banking consortium that it is selling 72% share capital in Intereuropa d.d.

Netlog Logistics is an integrated logistics and transport services provider with operations on three continents. It is the largest transport company in Turkey, and SEE Legal describes it as “one of the fastest growing logistics companies in the EMEA region.”

The project was coordinated by a team from Slovenian SEE Legal member firm Selih & Partnerji, led by Partners Jera Majzelj and Natasa Pipan Nahtigal, assisted by Senior Associate Miha Stravs, among others. Others working on the project included Kalo & Associates Albania-based Partner Enkelejd Seitllari and Kosovo-based Partner Ahmet Hasolli; Maric & Co. Partners Dijana Ivanovic and Bojana Bosnjak-London in Bosnia and Herzegovina; Divjak, Topic & Bahtijarevic Senior Partner Damir Topic and Senior Associates Marina Kovac Krka, Zrinka Mustafa Prelic, and Iva Crnogorac in Croatia; Polenak Law Firm Junior Partner Tatjana Shishkovska, Associate Iva Djugumanova, and Junior Associate Ana Petrovska Belopeta in North Macedonia; and BDK Advokati Senior Partner Vladimir Dasic and Associate Sara Necic in Serbia and Montenegro. 

Editor’s Note: After this article was published Aequo informed CEE Legal Matters that it had acted as Ukrainian legal advisor on the project. The firm’s team was led by Partner Anna Babych and included Counsel Michael Lukashenko and Associate Mariia Derechina. 

Cobalt has advised BaltCap on the sale of its 95% stake in Baltic-based Fitek Holding to the UnifiedPost Group, which was advised by Belgian law firm Quorum and Ellex Raidla.

Financial details of the deal were not disclosed.

Fitek focuses on financial automation processes and operates in Estonia, Latvia, Lithuania, the UK, Slovakia, the Czech Republic, Serbia, and Bosnia and Herzegovina. 

UnifiedPost Group is a FinTech firm headquartered in Belgium.

Cobalt’s pan-Baltic team consisted of, in Estonia, Partner Peeter Kutman, Specialist Counsel Ott Aava, Associate Liina Saaremets, and Assistant Lawyer Kerli Paasoja; in Latvia, Partner Guntars Zile, Specialist Counsel Andrejs Lielkalns, Senior Associates Elina Locmele and Inga Tenisa, and Associate Diana Zepa; and in Lithuania, Partner Juozas Rimas and Senior Associate Inga Mazvilaite.

The Ellex team in Estonia included Partner Sven Papp, Counsel Jaanus Ikla, and Senior Associate Gerda Liik.