Category: Deals and Cases

White & Case has advised Piraeus Bank SA on the sale of its 99.98 percent shareholding in Piraeus Bank Bulgaria AD to Eurobank Bulgaria AD. The buyer was reportedly advised by Milbank.

The transaction is subject to customary conditions, including approval of the National Bank of Bulgaria and the Hellenic Financial Stability Fund.

Headquartered in Sofia, Piraeus Bank Bulgaria offers products and services to domestic and international clients, including retail, SME, and corporate banking. As of September 30, 2018 it had total assets of EUR 1.7 billion. It operates through 70 banking units and employs more than 900 professionals.

“This transaction represents the final major milestone towards Piraeus Bank’s implementation of its Restructuring Plan commitments, as agreed with the Directorate-General for Competition of the European Commission,” said London-based White & Case Partner Gavin Weir, who led the firm’s deal team, which also included Associates Edwina Daws and Paul Harrington.

Weir also led the W&C team advising Piraeus Bank on its sale of Piraeus Bank Romania as reported by CEE Legal Matters on December 28, 2017 which closed in June 2018. 

Editor’s Note: After this article was published CEE Legal Matters learned that Boyanov & Co. had provided local assistance to White & Case in advising Piraeus Bank on the sale of its shareholding in Piraeaus Bank Bulgaria AD to Eurobank Bulgaria AD, and then supported the buyer, Eurobank Bulgaria AD, on the issuance of competition clearance and BNB clearance for the Transaction. T he sale closed on June 13, 2019 following an internal assets reorganization of Piraeus Bank Bulgaria AD and several other pre-closing steps. 

Boyanov & Co.’s team was led by Partner Yordan Naydenov and included Partner Peter Petrov, Senior Associate Borislav Notovsky, and Associate Adriana Bakalova.

Clifford Chance has advised Ceskoslovenska Obchodni Banka, a. s., as mandated lead arranger, facility agent, security agent, and underwriter on the initial finance documentation and in relation to subsequent syndication and transactional closing with Ceska Sporitelna, a.s. and the EBRD on  financing provided to Karlovarske Mineralni Vody’s for its acquisition of PepsiCo’s assets and operations in the Czech Republic, Slovakia, and Hungary. Kocian Solc Balastik advised KMV on the financing and on the underlying acquisition, and represented KMV in proceedings before the Czech Competition Authority.

The transaction was approved by the Competition Authority on October 30, 2018, and closed and settled on October 31. As a result of the deal, KMV has become the largest distributor of non-alcoholic beverages in Central Europe.

Clifford Chance’s Prague-based team advising COB on Czech and English law aspects of the financing was led by Partner Milos Felgr. English law advice was provided by Clifford Chance Senior Associate Marian Husar, and Czech law aspects of the transaction were executed by Associate Dominik Vojta.

KSB’s team was led by Partner Dagmar Dubecka and included Partner Pavel Dejl and Associates Jan Beres, Jana Guricova, Martin Vrab, and David Linek.

Editor’s Note: After this article was published, Cechova & Partners announced that it had advised Slovakia Karlovarska Mineralni Vody “on financing, acquisition and merger clearance in Slovakia.” The firm’s team was led by Partners Katarina Cechova, Tomas Maretta, and Lenka Subenikova.

Subsequently, Hungary’s Lakatos, Koves & Partners announced that it had advised Karlovarske Mineralni Vodi  on the acquisition of distribution rights for and all distribution related assets of Pepsi Co products in Hungary. LKT’s team was composed of Partners Ivan Solyom and Richard Lock and Associate Adrienn Mandoki.

Sorainen has assisted tour operator TUI in preparing a franchise agreement with TT Baltics and entering the Baltic market.

TT Baltics launched operations on September 27 and according to Sorainen, “this move is expected to stimulate growth of 20% in the Baltic tourism market.”

According to Sorainen, “travel organized by TUI guarantees the one-stop-shop principle: all travel services, ranging from hotel bookings to logistic destinations, are provided by one company or its partner. The TUI portfolio consists of tour operators, six airline companies with about 150 aircraft, over 380 hotels and 16 cruise ships, offering travel to 48 countries.”

Sorainen’s team included Partners Agris Repss and Kaupo Lepasepp, Counsels Viktorija Jarkina and Vitalija Tamaviciute, Senior Associate Marika Grunte, and Associate Sidas Sokolovas.

Sorainen did not reply to our inquiries on the matter.

CMS and Karatzas & Partners have advised ALPLA, a global provider of plastic packaging, on the acquisition of Argo S.A. Binder Groesswang in Austria and Kyriakides Georgopoulos in Greece advised the the sellers on the deal. The transaction closed on October 1, 2018, after obtaining regulatory and competition approvals. Financial terms of the transaction were not disclosed.

Argo, which was founded in 1970, is headquartered in Athens, with a subsidiary and an additional production site near Bucharest, Romania. It specializes in packaging solutions for the pharmaceutical and personal care markets.

“Our goal is to build expertise in the pharmaceutical market at our Greek location in the future,” explained ALPLA CEO Gunther Lehner. “We can see potential for growth in this industry and can make use of existing expertise.”

The CMS Vienna team was led by Partner Alexander Rakosi and included Partners Dieter Zandler and Thomas Bohm, Senior Associates Lisa Oberlechner and Ioanna Ovadias, and Associates Linda Marterer and Marie-Christine Lidl. The CMS Romania team was composed of Partner Horea Popescu, Senior Associates Mircea Moraru, Claudia Nagy, and Raluca Ionescu.

Selih & Partners Slovenia has advised food retail chain Mercator on its sale of ten shopping centers in Slovenia to Supernova Invest GmbH. Wolf Theiss advised Supernova on the acquisition of the shopping centers, which offer around 100,000 square meters of rentable area.

Signing of the transaction took place on October 12, 2018, and thedeal value amounts to EUR 116.6 million. According to the contract Supernova will acquire the Ajdovscina, Celje, Jesenice, Koper I, Kranj Primskovo, Kranj Savski otok, Ljubljana Siska, Postojna, Novo Mesto, and Slovenj Gradec shopping centers and invest in their renovation. Mercator will rent parts of the centers where it performs its core activity. The contract provides Mercator with a rental agreement for a period of 15 years, with the possibility of extending the agreement for another 15 years under the same conditions.

According to Wolf Theiss, Mercator, with a market share of more than 30%, is the biggest food retailer in Slovenia. With the proceeds from this sale, the Mercator Group intends to reduce the group’s debt and enable its long-term development.

Supernova, which is headquartered in Graz and maintains offices in Vienna, Ljubljana, Zagreb, Bratislava, and Belgrade, has been focusing on the development of and investment in real estate and its current portfolio exceeds EUR 1 billion in assets.

Selih & Partners’ team was led by Partner Blaz Ogorevc.

The Wolf Theiss team was led by Partner Markus Bruckmuller and involved Ljubljana-based Partner Klara Miletic, Senior Associate Ziga Dolhar, and Associates Petra Jermol, Neja Nastran, Tjasa Lahovnik, and Larisa Primozic.

Motieka & Audzevicius has advised Kesko Senukai on the acquisition of the “1A” e-commerce business in all three Baltic States from SIA MZ Investments, SIA GS, and SIA KP Investments. Kronbergs Cukste Levin advised the sellers on the deal.

The pan-Baltic 1A e-commerce business is a set of online stores that provide construction, household, electronics, interior, garden, leisure goods, and other goods.

The M&A team included Partner Giedrius Kolesnikovas and Associate Rokas Jankus.

The Kronbergs Cukste Levin team was led by Partner Vineta Cukste-Jurjeva and included Senior Associate Normunds Orols and Associate Reinis Papulis.

TGS Baltic and SSW Solutions have advised CVI regarding the unitranche funding in the sum of EUR 5.2 million to Arsenal Industrial.

According to TGS Baltic, the funding is attracted for the further growth of Arsenal Industrial in the Baltic and Polish markets.

Founded in 2014 and based in Riga, Arsenal Industrial is a specialized construction and industrial machinery rental and trading company with branches in Estonia, Lithuania, and Poland. Arsenal Industrial is one of the Flycap AIFP portfolio companies. 

CVI is a non-bank financing enterprise in Poland and CEE. “By becoming the primary debt investor of the company, we aim to help Arsenal Industrial to simplify its administrative processes, and further improve efficiency,” said CVI Managing Director Radoslav Tausinger.

The TGS Baltic team was led by Partner Inese Hazenfusa, supported by Associate Reinis Grunte.   

The SSW Solutions team consisted of Partner Sebastian Ponikowski and Senior Associate Jakub Kozinski.

Cobalt has advised A-Katsastus and Bridgepoint on the sale of the A-Katsastus Group’s business operations in Sweden, Estonia, Latvia, and Poland to pan-European private equity advisory group IK Investment Partners.

A-Katsastus Group is a vehicle inspection company in Northern Europe with 273 stations in Finland, Sweden, Poland, Estonia, and Latvia. Its main activities are vehicle inspections, driver’s examinations, vehicle registration and vehicle-related quality and testing services, damage inspections, and crash repair and maintenance services.

Cobalt’s team included Estonian Partner Peeter Kutman, Senior Associate Kristjan Kotkas, and Associate Madis Reppo, and Latvian Partner Toms Sulmanis and Associate Marija Berdova.

Cobalt did not reply to our inquiries on the matter. 

CMS, Freshfields Bruckhaus Derringer, and Kirkland & Ellis have advised Advent International on the acquisition of Zentiva, Sanofi’s European generics business, for EUR 1.9 billion. Weil Gotshal & Manges and Tuca Zbarcea & Asociatii advised Sanofi on the sale.

The transaction closed on September 30, 2018.

CMS advised Advent on CEE and Swiss aspects of the acquisition, Freshfields advised on the overall transaction, and Kirkland & Ellis led on the financing.

“We have long been attracted to the generics pharmaceutical sector as it enables more people to access high quality treatments by lowering their cost,” Advent Managing Directors Tom Allen and Cedric Chateau commented in a press release. “We believe that Zentiva is a great platform, full of talented people, who we can invest behind to build a new, independent, European generics leader.”

Zentiva, headquartered in Prague, has operations throughout Europe.

Sanofi, which is based in Paris, is a global pharmaceutical company operating in more than 100 countries.

Advent is a global investor, with over 25 years of experience in investing in the healthcare sector.

The CMS team consisted of Sofia-based Partner David Butts and Prague-based Partners Ana Radnev, and Pavla Kreckova, working along with Senior Associates Valentina Santambrogio and Lucie Halloova and Lawyer Barbora Sevcikova. The firm’s Bucharest team included Partner Cristina Reichmann, Senior Associates Maria Tomescu and Raluca Ionescu, and Associate Sandra Constantin. The Bratislava team consisted of Counsel Petra Corba-Stark and Senior Associate Jan Deset. In addition, the team included Poland-based Senior Associate Olga Czyzycka, Hungary-based Senior Associate Peter Toth, and Switzerland-based Partner Pascal Favre and Associate Georges Fokiades.

The Freshfields team consisted of Paris-based Partner Alan Mason and Associates Camille Chiari, Aileen Legre, and Margaux Bognon-Kuss, London-based Partner Alex Potter and Associate Maria Ledeneva, Paris-based Partner Guy Benda, and Milan-based Principal Associate Ermelinda Spinelli, Senior Associate Luca Sponziello, and Associate Sergio Mori. The German team consisted of Partners Stephanie Hundertmark, Frank Rohling, Jochen Dieselhorst, and Marcel Kaufmann, Principal Associates Lennart Schramm, Xiaoguang Cai, Bertrand Guerin, Uwe Salaschek, Philipp Dohnke, and Sascha Arnold, and Associates Eva-Maria Lohse and Arend Liese

The Kirkland & Ellis team was led by London-based Partners Christopher Shield, Hugh O’Sullivan, and Matthew Merkle.

Tuca Zbarcea & Asociatii’s team advising Sanofi on Romanian law aspects of the deal included Partners Sorin Vladescu and Silvana Ivan-Hanganu. Weil’s team in Paris consisted of Partners David Aknin and Arthur de Baudry d’Asson and Associates Alexandra Stoicescu and Guillaume de Danne. The firm’s team in Prague was led by Partner Karel Drevinek.

Editor’s Note: After this article was published Dentons announced that it had advised “primarily Zentiva in relation to competition, regulatory, employment, contract, IP, and criminal law aspects and also Sanofi primarily on employment and data protection issues relating to the divestment.” Bratislava-based Partner Zuzana Simekova announced that “I have coordinated this work for 30 countries in Europe from Bratislava and we had ten Dentons offices directly involved in the transaction: Slovakia, Czech Republic, Poland, Hungary, Romania, Germany (two offices), France, UK, Italy.” Simekova coordinated the firm’s work in “close cooperation” with Prague-based Partner Ladislav Smejkal. According to Simekova, “our role was primarily to prepare the European generic division ready for the divestment, i.e. to advise in relation to all aspects necessary to form a stand-alone business ready for the sale. We also participated on some aspects of the transactional part of the transaction, working closely with Weil Gotshal, which led the transactional side.”

BDK Advokati and Kirkland & Ellis have advised BC Partners on its agreement to acquire a majority stake in United Group B.V. from KKR, which retains a substantial minority stake. Financial terms of the transaction were not disclosed, and the transaction is subject to relevant regulatory approvals.

United Group is a media and communication services provider across South East Europe. KKR is a global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. 

BDK Advokati advised BC Partners on Serbian, Montenegrin, and Bosnia law, and assisted the company on Slovenian, Macedonian, Croatian, and Albanian law. Kirkland & Ellis was BC Partner’s international law firm on the deal.

According to BDK Advokati, this is an important event on the South-East European market given that United Group provides broadcasting and distribution services to more than 1.8 billion customers in the region and employs over 3,400 people.

The BDK Advokati team consisted of Senior Partner Vladimir Dasic and Partner Bogdan Ivanisevic.

The Kirkland team consisted of London Partners David Higgins, Stuart Boyd, David D’Souza, Neel Sachdev, Matthew Merkle, Daniel Borg, Paula Riedel, Tim Lowe, and Shawn Anderson, and Associates Annette Baillie, Sam Whittaker, Jessica Liang, Kathryn Alexander, Kanesh Balasubramaniam, Harry Briffitt, Luke Newling, Rachel O’Neill, Shane Cranley, and Dragana Cvejic.

Editor’s Note: After this article was published CEE Legal Matters learned that Selih & partnerji in Slovenia, the Polenak law firm in Macedonia, and Kalo & Associates in Albania acted for BC Partners in their respective jurisdictions.

Subsequently, CEE Legal Matters was informed that Schoenherr had advised KKR on the sale. The firm’s team  was led by Belgrade-based Partners Slaven Moravcevic and Milos Lakovic and Vienna-based Partner Alexander Popp, supported by Schoenherr colleagues in Belgrade, Banja Luka, Podgorica, Skopje, and Vienna.

Subsequently, in March, 2019, BDK Advokati reported that the deal had in fact “completed.”