Category: Deals and Cases

K&L Gates and Arzinger & Partners have advised CDRL S.A. on its December 27, 2018 acquisition of 90% of the shares of Belarus-registered Handlowo – Przemyslowa Grupa West Ost Union Sp. z o. o. o., which owns a chain of shops with children’s goods in Belarus operating under the brand Buslik, from the EBRD and four private individuals. Closing occured on January 1, 2019.

According to K&L Gates, CDRL “is the owner of a chain of retail stores involved in the creation and maintenance of shops selling products under the Coccodrillo brand and other assortment offered by CDRL S.A. Currently, the sales network consists of almost 500 stores. There are 242 stores in Poland, with the remaining ones in Austria, the Czech Republic, Portugal, Slovakia, Romania, the Baltic States and Hungary. In 2018, the first store under the Coccodrillo brand name was opened in Germany. Outside the European Union, Coccodrillo brand stores can also be found in Saudi Arabia, Mongolia, Libya, Kazakhstan, and Brazil.”

The K&L Gates team was supervised by Partner Michal Pawlowski and led by Associates Magdalena Trzepizur and Piotr Miller (who left the firm in October 2018) and included Counsels Rafal Wozniak and Lech Najbauer and Junior Associate Paulina Galewska.

The Arzinger & Partners team in Belarus was headed by Partner Alexander Korsak and included Partner Dmitry Viltovsky and Associates Aleksey Mikhailov and Nikolay Gorelik.

Sayenko Kharenko, working with global counsel Allen & Overy, has provided Ukrainian advice to Greenyard N.V. on the EUR 120 million sale of 100% shares of its horticulture business to independent investment group Straco BVBA. Clifford Chance, working with Redcliffe Partners in Ukraine and TGS Baltic in Latvia, advised the buyers.

According to Sayenko Kharenko, Straco acquired Greenyard’s food production assets, including 14 production facilities located throughout Europe and the CIS. Greenyard intends to use the proceeds from the transaction to secure the necessary means for the repayment of a EUR 150 million retail bond maturing in July 2019. 

Greenyard’s CEO Hein Deprez commented, “we feel that this divestment is an important step towards a stronger Greenyard. Furthermore, the divestment of the Horticulture segment, in combination with the agreement with the lenders and ongoing deleveraging and improvement plans, will secure Greenyard the necessary means for the repayment of the retail bond in the summer of next year.”

Straco is an independent Belgian family-owned investment group active in real estate and private equity with a long-term investment horizon operating in the Benelux, UK, France, Germany, and Poland.

Greenyard is a global supplier of fresh, frozen, and prepared fruit and vegetables, flowers & plants. The Horticulture segment for growing media and mushroom substrates works in Belgium, France, Poland, and Ukraine and exports to more than 60 countries with 14 facilities in Europe and Russia.

Sayenko Kharenko’s team was led by Partner Oleksandr Nikolaichyk and included Associates Ilhar Hakhramanov, Tymur Enkhbaiar, Mykola Lykhoglyad, and Tetiana Dyvak.

The Redcliffe Partners team consisted of Senior Associate Anna Pushkaryova and included Associates Yulia Brusko and Maria Grechko and Junior Associates Bogdan Nykytiuk and Anton Rekun, all working under the general supervision of Partner Dmytro Fedoruk.

Editor’s Note: After this article was published TGS Baltic informed CEE Legal Matters that it had worked alongside Clifford Chance in advising Straco on the acquisition in Latvia, and that the deal had been signed on September 24 and completed on December 18, 2018. The TGS Baltic team was led by Partner Andra Rubene and Associate Partner Nauris Grigals, both supported by Senior Associate Raivis Znotiņs, Associates Toms Tidemanis and Kaspars Treilibs, and Legal Assistants Zane Sklamina and Martins Galzons.

Motieka & Audzevicius has advised Lithuania’s Publicum Group and Cobalt has advised Estonia’s Idea Group on their joint sale of 51 percent of Baltic Media Holding OU to Havas Media Group. Sorainen advised the Havas Media Group on the acquisition.

As a result of this transaction, Baltic Media Holding will use the Havas brand to provide public relations, media planning, advertising, digital marketing, and other communication services in the Baltic States. Baltic Media Holding is a controlling entity of operating companies, which were part of Publicum and Idea groups.

The Idea Group is a group that unites 19 marketing communication agencies in Estonia, Latvia and Lithuania. Havas is a communications group that is part of the Vivendi Group.

The Motieka & Audzevisius team consisted of Partner Giedrius Kolesnikovas, Senior Associate Michail Parchimovic, Associate Rokas Jankus, and Junior Associate Laurynas Ramonas.

Cobalt’s team was led by Partner Peeter Kutman and Associate Madis Reppo, supported by Senior Associate Tonu Kolts and Associate Mart Blondal.

The pan-Baltic Sorainen team was led by Tallinn-based Partner Toomas Prangli, who was supported by Senior Associates Kai Vainola and Piret Lappert from Estonia, Senior Associate Janis Bite from Latvia, and Associate Inga Macijauskaite from Lithuania.

Go2Law has advised Kopernikus Corporation, owned by Srdjan Milovanovic, on its acquisition of TV Prva and TV O2  in Serbia and Montenegro from the Antenna Group. Zivkovic Samardzic, working with EY and Clifford Chance, advised Antenna Group on the sale.

The Antenna Group, which owns Prva TV, O2 TV, Prva TV Montenegro, Play Radio, six cable channels and the Prva.rs, o2tv.rs and b92.net web portals sells media operations in Serbia and Montenegro for EUR 180 million. The change of the ownership rights is now before the regulatory authority of Serbia.

At the end of 2009, the Antenna Group took over Fox television in Serbia, and in September 2010 changed its name to Prva Srpska Televizija. At the time of the purchase of Fox television in Serbia in 2009, the station had only four percent of the market share, and today, eight years after investments and continuous expansion of the business, the company has 45 percent of the market share.

Kopernikus, which was established in 1998, provides cable television and broadband services through cable and optical internet facilities.

The Antenna Group, which was founded in 1988, is an international media group with a portfolio of various media operations in over 20 countries in Europe, North America, and Australia. 

Go2Law’s work on the deal was managed by Hugh Owen.

The Clifford Chance team consisted of London-based Partner Mark Poulton, Senior Associate Jennifer Mbaluto, Lawyer Barry Cahill, and Trainee Solicitor Hannah Collins.

Editor’s Note: After this article was published Zivkovic Samardzic informed CEE Legal Matters that its team consisted of Partners Nebojsa Samardzic, Branislav Zivkovic, and Igor Zivkovski, and Senior Associate Sava Pavlovic.

Arcliffe has assisted Yazaki on corporate and labor-related matters related to the company’s activity in Czech Republic, Slovakia, Serbia, Romania, Bulgaria, Slovenia, and Croatia. ODI Law supported Arcliffe in the Adria region countries.

Yazaki Corporation is a global automotive parts supplier with a focus on wire harnesses, instruments, and components such as connectors and terminals. The company, which is headquartered in Japan, employs more than 279,800 individuals all over the world.

Sorainen has advised Pigu.lt and its shareholders on its merger with Morele.net. Polish private equity group MCI, an investor in both Pigu.lt and Morele.net., was reportedly advised by Norton Rose Fulbright on the deal.

Morele is a Polish e-commerce platform operating in the consumer electronics distribution segment and is part of the portfolio of companies owned by MCI Capital Funds, while Pigu.lt, an online retailer in the Baltics, is part of the MCI.TechVentures portfolio.

Sorainen reports that, “the merger will result in the creation of one of the largest e-commerce groups in Central and Eastern Europe, with a plan to exceed annual turnover of one billion euro over the next five years.”

The Sorainen team was led by Partner Mantas Petkevicius and Senior Associate Deimante Pagiriene.

Editor’s Note: After this article was published, CEE Legal Matters was informed that TGS Baltic had advised the MCI and its sub-fund MCI.TechVentures 1.0, which owns SIA Pigu Latvia, on the merger of Pigu.lt and Morele.net. The TGS Baltic team was led by Partner Andra Rubene and Senior Associate Mara Stabulniece, supported by Legal Assistant Martins Galzons.

Dentons has advised a syndicate of four banks, consisting of Bank Pekao S.A., Ceska Sporitelna, a.s., PKO BP, and ING Bank Slaski on the financing of AmRest Group.

On October 1, 2018, the banks amended their 2017 facilities agreement, granting a new facility of up to EUR 190 million to AmRest Group for the financing of capital expenditure, M&A transactions, and general corporate purposes.

According the amended agreement, the banks will also provide up to PLN 580 million, EUR 250 million, and CZK 300 million of term loans to AmRest, as well as a revolving loan of up to PLN 450 million. The latter, Dentons reports, is to refinance the existing indebtedness and finance the growth of AmRest Group in various European countries including Romania, Poland, Czech Republic, France, Germany, Hungary, Russia, and Spain.

The Dentons team was led by Warsaw-based Partner Mateusz Toczyski and Bucharest-Based Managing Partner Perry Zizzi, Managing Counsel Magdalena Raducanu, Senior Associate Oana Ionascu, and Associate Cosmin Vasilescu.

Dentons has advised Enlight Renewable Energy on contract negotiations for the construction of three solar power plants in Hungary, with an aggregate capacity of approximately 57 MW. The firm also assisted Enlight in obtaining HUF 15 billion (around EUR 45 million) in financing for the project.

The financing documentation was subject to laws in Hungary, Great Britain, the USA, Israel, and Germany. Dentons Counsel Agnieszka Lipska negotiated the facility agreements and all other financing documentation, in addition to coordinating the efforts of the legal teams in all five jurisdictions. Warsaw-based Partner Mateusz Toczyski provided oversight on the financial aspects of the deal with assistance from Associate Lukasz Blaszczak.

Dentons describes Enlight Renewable Energy, a public company traded on TASE, as “the Israeli leader in initiating, developing, funding, building, and operating clean power ventures from renewable energy sources,” and reports that “with current operations in Israel and Europe, Enlight has built and/or invested in more than 130 projects, generating total power of over 500 MW and additional 650 MW are in advanced stages of development.”

Counsel Agnieszka Kulinska drafted the contracts for the construction, maintenance, and management of the solar power plants, the delivery and servicing of the solar panels, and the provision of ancillary services, as well as representing Enlight in negotiations with vendors.

Poland Managing Partner Arkadiusz Krasnodebski supervised the energy-related aspects of the project. Lawyers with Dentons Poland also coordinated the efforts of legal advisors in Hungary.

”In the coming years we will witness accelerated growth in solar energy projects,” commented Krasnodebski. “The European solar power sector is forecast to grow by 40 GW to almost 160 GW by 2022. One factor contributing to this growth will be imports of solar panels from China, the world’s largest producer of these devices – now that the EU restrictions on imports of these panels, introduced in 2013, were lifted early in September. We are also seeing a shift in the attitude to solar energy in various countries. Several weeks ago, Spain’s government did away with the sun tax (‘impuesto al sol’) restricting the use of solar power for one’s own use. This tax was introduced three years ago and has since drawn universal criticism.”

Baker McKenzie has advised Invitro on the October 17, 2018 sale of its Ukrainian laboratory operations to Medicover.

The operations, which consist of about 60 blood-drawing points and one laboratory, are based primarily in eastern and central Ukraine. The transaction is expected to close in early 2019 and is subject to customary regulatory approvals.

Invitro, which was founded in 1995, is a private medical company in Russia, which specializes in high-precision medical diagnostics and the provision of medical services. The company has a network of medical offices in Eastern Europe, operating nine modern laboratories in six countries.

Medicover, which was also established 1995, is an international healthcare and diagnostic services provider. The company, which was founded in Poland, has since expanded to other countries, and now has operations in Germany, Romania, and Ukraine as well. Medicover provides healthcare services via a network of ambulatory clinics, hospitals, specialty-care facilities, and laboratories through two divisions – Healthcare Services and Diagnostic Services.

Baker McKenzie’s team was led by Kyiv-based Partner Olha Demianiuk and included Moscow-based Counsel Dmitry Yeremin.

Baker McKenzie did not reply to our inquires about the deal.

Maravela | Asociatii has assisted Precision for Medicine in connection with Romanian law aspects of its multi-jurisdictional acquisition of contract research organization Argint International. Bird & Bird was lead counsel to Precision for Medicine on the deal. Kinstellar’s advised the sellers on Romanian, Czech, and Hungarian aspects of the deal, working with lead counsel Osborne Clarke.

Precision for Medicine, which is part of the Precision Medicine Group, supports life sciences companies in the use of biomarkers essential to targeting patients more precisely and effectively. With more than 1,450 employees in 25 locations in the US, Canada, and Europe, Precision Medicine Group is active in fields from advanced lab sciences to translational informatics and clinical trial delivery. According to Precision for Medicine’s website, “Precision’s expanded workforce, expertise, and locations will provide direct support and greater geographic reach for its global oncology, rare disease, and cardiovascular clinical trial operations, as well as increased presence and access to investigators and patients throughout the central and southeastern European regions.” According to the company, “the acquisition is part of Precision’s global growth plan; Precision’s European footprint now includes offices in Edinburgh, Paris, Berlin, Geneva, Budapest, Bucharest, Bratislava, and Belgrade.”

Argint International is based in Budapest, Hungary. It currently managing studies across 25 countries and more than 600 investigational sites, including several large phase III programs, each involving between 50 and 130 sites. The company has a strong presence in Hungary, Poland, Romania, Slovakia, and Serbia.

Commenting on Precision for Medicine’s growth, company President Chad Clark remarked, “Argint International is an ideal fit with Precision for Medicine. Their commitment to quality and client service, proven over more than a decade of delivering for leading biotechnology companies, is perfectly aligned with Precision’s vision and culture. The addition of the Argint team augments and enhances our European platform, which is critical due to the significant number of customers we have throughout Europe — and also the number of sites and patients seeking novel therapies derived from the benefits of precision medicine.”

“We are thrilled to be joining the Precision for Medicine family,” said Agnes Pinnel, CEO of Argint International. “As part of Precision we join an organization that shares our values, expands our capabilities, and offers growth potential for our people. In particular, we are excited to join with a leader in biomarker-based precision medicine programs, one of the fastest growing and important parts of drug development.”

Maravela | Asociatii Partner Dana Radulescu, who coordinated the firm’s team on the matter, was assisted by Senior Associate Daniel Alexie, Senior Associate Irina Radu, and Associate Magda Grigore. Employment aspects were coordinated by Partner Alexandra Rimbu.

Editorial Note: After this article was published Bird & Bird informed CEE Legal Matters that its London-based team advising Precision for Medicine was led by Partner Richard Eaton, assisted by Partner Shing Lo, Associates Hannah Fletcher and Sarforaz Hoque, and Trainee Theo Rees-Bidder. Partner Zoe Feller and Associate Andrew Rink advised on tax. Associate Leah Cairney led the due diligence team. The firm’s wider international deal team included Senior Associate Gabor Helembai and Zoltan Tarjan and Junior Associates Karim Laribi in Budapest; Partner Rafal Dziedzic, Associate Artur Stosio, and Junior Associate Izabela Cybulska in Warsaw; Managing Partner Ivan Sagal, Associate Radovan Repa, and Junior Associate Bibiana Mozolov in Bratislava and Prague; Partner Marc Martens and Counsel Nicolas Carbonnelle on regulatory issues in Brussels; and Partner Stefan Muench in Munich.

Bird & Bird also announced that Karanovic & Partners had served as Serbian counsel to Precision for Medicine on the deal. Karanovic & Partners confirmed that its team included Partner Milos Jakovljevic and Senior Associate Milica Filipovic.