Category: Deals and Cases

Mannheimer Swartling and Avance Attorneys have advised the Finnish investment company CapMan on divestment of Maintpartner’s operations in Finland, Estonia, and Poland to the maintenance and facility management company Caverion.

Maintpartner is an industrial operation and maintenance company in Northern Europe operating in Finland, Sweden, Estonia, and Poland. The transaction does not include Maintpartner’s operations in Sweden, which will be separated before the transaction closes. The transaction is subject to approval by the competition authority.

Mannheimer Swartling served as a Swedish advisor and Avance Attorneys as a Finnish legal counsel to CapMan in the transaction.

CMS has advised Zentiva Group a.s. on its acquisition of Romanian pharmaceutical company Solacium and its subsidiary Be Well Pharma from Siyiara Enterprises — a holding entity of A&D Pharma / Dr. Max Group — and entrepreneur Tony Trasca. The Czech Republic’s Evan Law Firm advised Siyiara and Romania’s Fine Law advised Trasca on the sale, which remains contingent on the satisfaction of several conditions, including the approval of the Romanian Competition Council.

Zentiva is a European producer of both branded and generic medicines with flagship sites in Prague and Bucharest.

Nick Haggar, CEO of Zentiva, declared that: “Zentiva is delighted to confirm the signing of its first acquisition following the carve-out from Sanofi in the last quarter of 2018. Solacium complements our existing generic medicines business and grows our OTC capability and offering for patients and consumers in Romania.”

“After Dr. Max’s acquisition of A&D Pharma Group, we have decided to primarily focus on three main pillars of our Romanian business: pharma retail, wholesale and marketing & sales,” explained Leonardo Ferrandino, President and Group CEO of Dr. Max. “Although Solacium is a fast-growing food supplement and OTC medicines producer, we believe that under the management of a specialized and successful pharmaceutical company such as Zentiva it can fulfill its potential and significantly boost its business beyond current levels”

CMS’s team was led by Sofia-based Partner David Butts and Bucharest-based Partner Horea Popescu, with support from Prague-based Senior Associate Lucie Halloova and Bucharest-based Senior Associates Raluca Ionescu, Claudia Nagy, and Valentina Parvu, and Bucharest-based lawyers Bogdan Buta and Cristina Ciomos

The Evan Law Firm team was led by Partner Jan Evan, working with Lawyer Denis Michon.

The Fine Law team was led by Partner Iulian Patrascanu.

Gide Poland, Wolf Theiss Hungary, Switzerland’s Python law firm, and King & Spalding Germany have advised Steinhoff International Holdings on the sale of its European companies to the Cotta Group. The buyer was reportedly advised by SSW Solutions. 

As a result of the transaction, Steinhoff International Holdings withdrew from the European furniture production business, sold its companies in Europe, and sold-off assets in particular trademarks. Gide advised on the sale of Steinpol Central Services sp. z o.o. in Poland, Prolog Vertriebs GmbH in Germany, and Quattro Mobili Kft and Kanizsa Trend Kft in Hungary.

Steinhoff International Holdings is an international retail holding company listed on the Frankfurt Stock Exchange and the Johannesburg Stock Exchange, with more than 40 local brands in over 30 countries, dealing mainly in furniture and household goods. 

Steinpol Central Services sp. z o.o., with its registered office in Rzepin, in north-west Poland, produces upholstered furniture, operating eight plants in Poland and one site in Hungary. Quattro Mobili Kft and Kanizsa Trend Kft are both located in Nagykanizsa, a city in southwest Hungary with decades of furniture manufacturing tradition. 

Based in Liechtenstein, Cotta Group designs, manufactures, and supplies seating furniture for customers in France, Switzerland, Italy, Austria, and throughout Eastern Europe. It offers upholstered furniture, leather sofas, household furniture, tables, and other chairs and furniture for living and dining areas. The company has production plants in Poland and Romania.

According to Gide, the firm managed all the legal matters concerning the project, from conducting a vendor due diligence of Steinpol Central Services sp. z o.o., to preparing and negotiating transactional documentation, while coordinating the project with law firms in other jurisdictions. Its team consisted of Partner Pawel Grzeskowiak and Senior Associates Edyta Zalewska and Michal Faderski. 

Wolf Theiss advised the Steinhoff Group on Hungarian aspects of the transaction. The firm’s team was led by Partner Janos Toth and involved Associates Peter Ihasz and Kinga Kajcsos.  

Python was in charge of advising the Steinhoff Group on negotiating the agreements and coordinating the local law firms in this multi-jurisdictional transaction. The firm’s team was led by Partner Christophe de Kalbermatten and Associate Frederic Paul-Reynaud.

The King & Spalding team consisted of Partners Alexandra Weis and Andreas Bohme and Associates Sten Hornuff and Michael Debesay.

Editor’s Note: After this article was published, SSW Pragmatic Solutions confirmed that the firm advised Cotta Group. The firm’s team was led by by Partner Pawel Chyb and included Partner Tomasz Wickel, Senior Associate Adam Pawlisz, and Associates Marta Szymczyk and Przemysław Szabat. The SSW team cooperated on the transaction with Vischer law firm in Switzerland, CMS in Germany, and Kinstellar in Hungary.   

Schoenherr, working with lead counsel Hengeler Mueller and Belgium’s Bredin Prat, China’s JunHe, Mexico’s Galicia Abogados, and Wuersch & Gering in New York, has advised Sweden’s Ericsson on its acquisition of Germany’s Kathrein SE’s antenna and filters division. Noerr and Ziems & Partner acted as lead counsel to Kathrein, assisted by, among others, Eisenberger & Herzog, Freshfields Bruckhaus Deringer, Allen & Overy, and Gleiss Lutz.

Kathrein SE is a global provider of antenna and filter technologies and is an existing Ericsson supplier.Ericsson provides Information and Communication Technology services. According to the agreement signed on February 25, 2019, Ericsson will acquire Kathrein’s SE business division of mobile radio antennas and filters in an asset deal. The transaction is subject to closing conditions and approval of relevant regulatory authorities.

Other law firms working with Noerr and Ziems & Partner included Basham, Ringe & Correa in Mexico, Zhong Lun in China, Pryor Cashman in the US, Jeantet Associes in France, Motta Fernandes Rocha in Brazil, Addleshaw Goddard in the UK, Khaitan & Co. in India, Legance Avvocati in Italy, Anorco in Panama, Pestalozzi in Switzerland, Allen & Gledhill in Singapore, Kim & Chang in South Korea, and Afridi & Angell in the United Arab Emirates.

According to Schoenherr, “the transaction serves to optimize Ericsson’s sites in the context of the 5G introduction.”

The Schoenherr team consisted of Partner Madalina Neagu and Senior Attorney Alexandra Munteanu in Bucharest and Counsel Maximilian Lang in Vienna.

Hengeler Mueller’s team was led by Frankfurt-based Partner Andreas Hoger and Munich-based Partner Emanuel Strehle and included Partners Johannes Tieves, Thorsten Mager, Martin Tasma, Jan Bonhage, Matthias Scheifele, Daniel Kress, and Christian Hoefs, Counsels Gunther Wagner, Patrick Wilkening, and Susan Kempe-Muller, Senior Associates Adrian Cavin, Erasmus Hoffmann, Radmila Petrovic, Loretta Lang, Susanne Walzer, Markus Reps, Anja Balitzki and Deniz Tschammler, and Associates Christian Winkler, Till Wansleben, Nikita Gontschar, Bernd Paul Delahaye, Luca Weskott, Thomas Hardaker, Lukas Bottcher, Dominik Stolz, Tom Pleiner, Fabian Kunkel, Sebastian Siller, and Tobias Schwab. 

The Ziems & Partner team consisted of Partners Hans-Joachim Ziems and Elmar Geissinger.

Noerr’s team was led by Frankfurt and Berlin-based Partner Christian Pleister and Munich-based Partner Holger Ebersberger. The team in Germany included Partners Martin Geipel, Torsten Kraul, Barbel Sachs, Kathrin Westermann, Benjamin Jahn, Hans-Christoph Schimmelpfennig, Marlies Raschke, and Sebastian Wundisch and Associates Theresa Arand, Grit Dopke, Stefanie Heinemann, Friedrich von Ketteler, Francesc Lloveras, Kenny Koa, Robert Marx, Luiza Saito Sampaio, Enno Stange, Manuel Weiss, Maximilian Kummer, and Franziska Nebollieff. Noerr Brussels involved Associate Fabian Hubener, in Bucharest Partners Gabriel Popa and Adrian Georgescu-Banc, in Warsaw Radoslaw Biedecki and Mateusz Slodczyk. 

The Eisenberger & Herzog team included Partner Nidal Karaman and Associates Martin Zankl and Claudia Kendlbacher.

Freshfields Bruckhaus Deringer’s Munich-based team consisted of Partners Christian Sistermann and David Beutel and Principal Associate Martin Rehberg all in Munich.

Others working on the deal included Allen & Overy Frankfurt-based Partner Peter Hoegen, Gleiss Lutz Partner Tim Weber in Frankfurt, and BBL Bernsau Brockdorff Partner Stephan Kolmann and Lawyer Birgit Kurz in Munich. 

Baker McKenzie, ODI Law, Simkins, Covington & Burling, and Van Bael & Bellis have advised MHP SE on the acquisition of 90.68% of the issued capital of Perutnina Ptuj, d.d. CMS London advised ING, MHP’s financial partner.

ODI acted as MHP’s counsel in Slovenia, Serbia, Croatia, and Macedonia. Covington & Burling advised MHP on EU customs law and public policy issues in connection with the acquisition. 

MHP is an international agro-industrial group which focuses on production of poultry meat and grains. MHP engages in fodder manufacturing, sunflower and soybean protein production, grain growing, breeding, producing hatching eggs, hatchering, chicken growing, meat processing, and convenience foods, distribution, and biogas plants. 

Perutnina Ptuj is a Slovenia-seated company that focuses on meat processing and poultry meat production in Southeast Europe. 

According to ODI, a mandatory takeover bid will follow with shares held by more than 5,000 individual and institutional shareholders. “The acquisition, in the spotlight due to its size and multi-jurisdictional reach, [which will] be followed by pre-announced substantial investments in PP’s production base exceeding EUR 200 million, represents MHP’s first takeover of a EU-based company and thus a major strategic step for MHP, adding value to the company, thus further enhancing its position as a global player.” 

According to Baker McKenzie, “this is the first acquisition of its kind in Europe for MHP and it confirms MHP as Europe’s fastest-growing poultry producer.”

Baker McKenzie’s team was led by Kyiv-based Partner Viacheslav Yakymchuk, supported by Associate Alyona Furda and Olena Serpukhovitina. The team also included London-based Senior Associate Robert Gray and Vienna-based Associate Anita Lukaschek.

The ODI team was led by the Managing Partner Uros Ilic, supported by Partners Branko Ilic in Croatia, Tine Misic in Slovenia, Gjorgji Georgievski in Macedonia, and Milos Curovic in Serbia. ODI’s team also included Ljubljana-based Managing Associate Klemen Kos and Senior Associates Primoz Mikolic, Katarina Skrbec, and Lea Pecek.

Covington & Burling’s team was led by Brussels-based Of Counsel Candido Garcia Molyneux.

Editor’s Note: After this article was published CMS informed CEE Legal Matters that the firm’s team was led by Senior Associate Kateryna Chechulina and Partner Mark Segall, and included Partners Tetyana Dovgan and Maja Zgajnar, Associate Khrystyna Korpan, and Trainee Ivan Pshyk.

Subsequently, ODI informed CEE Legal Matters that it had advised MHP on the compliance of the financing underlying its acquisition of Perutnina Ptuj with Slovenian law, as well as for the acquisition itself. The firm’s team on the financing compliance issues was led by Managing Partner Uros Ilic, assisted by Senior Associate Primoz Mikolic and Managing Associate Klemen Kos.

This article has been revised to correct the list of firms that worked on the deal.

Clifford Chance Warsaw has advised Czech Media Invest on the sale of the Polish radio company Eurozet sp. z o.o. to Prague-based SFS Ventures s.r.o. and its partner, Polish media group Agora S.A. Weil, Gotshal, Manges advised SFS Ventures and Greenberg Traurig represented Agora S.A. in the acquisition.

The sale was conducted through the Czech Media Invest, a wholly-owned subsidiary of Czech Radio Center. SFS Ventures acquired 60% of the share capital of Eurozet and Agora acquired the remaining 40% as a passive minority investor with an option to buy-out SFS Ventures in the future.

Eurozet Sp. z o.o. engages in the production and broadcasting of radio programs, the sale of advertising time, and brokerage for stations and websites, as well as the creation and management of websites. It owns and operates radio stations, sells the advertising time of stations belonging to the group, and provides brokerage activities for other participants of the radio market in Poland. The company was founded in 1993 and is based in Warsaw, Poland.

CMI is a holding company that focuses on acquisitions and management of media assets in Central and Western Europe.

SFS Ventures is a Czech joint venture between Sourcefabric z.u., which was founded in Prague in 2010 to support independent journalism worldwide through open-source digital newsroom solutions, and Media Development Investment Fund, Inc. (MDIF) – an investment fund for independent news businesses. MDIF is a mix of 30 U.S. and European investment funds, private investors, media companies, foundations, development agencies and development finance institutions. MDIF is also a co-founder of the European Press Prize Foundation, a grouping of European media-owning foundations.

Agora is a media corporation in Poland that publishes Gazeta Wyborcza, a nationwide daily newspaper. Listed on the Warsaw Stock Exchange, the company owns local music radio stations Zlote Przeboje, Rock Radio, and Radio Pogoda and the online radio station Tuba FM, and it is the majority owner of the multiregional Radio TOK FM. 

Clifford Chance’s team was led by Counsel Krzysztof Hajdamowicz, supported by Associate Zuzanna Potoczna. 

Greenberg Traurig’s team was led by Partner Rafal Baranowski and included Managing Partner Jaroslaw Grzesiak, Partner Robert Gago, Senior Associates Filip Kijowski and Ewa Tabor-Maciejewska, and Associate Tomasz Denko. 

Weil’s Warsaw team was supervised by Managing Partner Pawel Rymarz and Partner Lukasz Gasinski. The team also included Partners Iwona Her and Marcin Iwaniszyn, Counsel Monika Kierepa, Lawyers Marzena Iskierka, Monika Michalowska, and Leszek Cyganiewicz, and Associates Jakub Czerka and Michal Milewski.  

Weinhold Legal has provided Czech and Slovak assistance to Henry Schein, which the firm describes as “the world’s largest provider of health care solutions for office-based dental and medical professionals,” in relation to the spin-off of the company’s animal health business.

As a result of the spin-off, Covetrus was launched as a newly-formed company arising from the combination of two businesses – Henry Schein Animal Health and Vets First Choice. The merger was completed on February 7, 2019.

Henry Schein announced that as part of the spin-off, it received approximately USD 1.1 billion in what is expected to be tax-free proceeds. According to Weinhold Legal, “following the spin-off of Animal Health, Henry Schein will have more than 18,000 Team Schein Members in 31 countries, serving more than 1 million customers. Covetrus is headquartered in Portland, Maine, with more than 5,000 employees, serving over 100,000 customers around the globe.”

Weinhold Legal reports that its services included assisting with a corporate demerger in the Czech Republic, multiple share transfers in the Czech Republic and Slovakia, and various related corporate law, labor law, contractual, and regulatory matters. The firm’s team was led by Partner Daniel Weinhold, working in cooperation with Managing Attorney-at-Law Vaclav Straser.

Cerha Hempel Spiegelfeld Hlawati and Law Office Leskovec have advised CA Immo on the sale of the Austria Trend Hotel in Ljubljana to a joint-venture of Slovenian asset manager KD Skladi and German real estate investment manager Peakside Capital. Selih & Partners advised the joint venture on the acquisition.

The transaction, which closed in January 2018, represents the sale by CA Immo of its only hotel in Slovenia. 

CHSH’s team was led by Vienna-based Partner Mark Krenn. 

The Law Office Leskovec’s team was led by Partner Vid Leskovec. 

The Selih & Partners team consisted of Partner Blaz Ogorevc and Senior Associates Sanda Planinc and Miha Stravs.

ODI Law has advised Austrian multinational Knapp AG on its acquisition of a majority stake in Slovenian logistical software solution company Epilog.

ODI Law describes Knapp AG as a joint-stock company, seated in Graz, Austria, that is “one of the leading providers of all-in-one intralogistics solutions, automated warehouse systems, and logistics software solutions.” According to the firm, “Knapp is present across the globe in 38 different locations with more than 4,200 employees. In the fiscal year 2017/2018 its order volume amounted to 926 million euros.”

ODI Law provided legal due diligence of Epilog, an initial competition analysis, and drafted and negotiated the agreement on the sale of shares. The firm’s team was led by Senior Associate Suzana Boncina Jamsek, with competition aspects covered by Partner Tine Misic. 

Slovenian Attorney at Law Gorazd Buda advised the seller, Epilog Skupina. 

Glimstedt has advised the Apollo Group on its acquisition of a network of KFC restaurants operating in Lithuania and Latvia from the Cibus Group. Cobalt and Addlaw reportedly advised the sellers.

The Glimstedt team consisted of Partner Andrius Ivanauskas, Senior Associates Jurgita Zakarauskiene and Edvard Gasperskij, and Expert Giedre Rimkunaite-Manke.

Editor’s Note: After this article was published Cobalt announced that Vilnius-based Associate Justinas Kondratas led the firm’s team on the deal.