Category: Deals and Cases

Sorainen has advised Lords LB Special Fund V on signing an agreement with the InterContinental Hotels Group regarding the management of the Holiday Inn hotel in Riga.

Lords LB Special Fund V, managed by investment management company Lords LB Asset Management, acquired the Preses Nams building, where the hotel will be located, as well as the land under the building, about a year ago.

The first Holiday Inn hotel in Latvia is scheduled to open in 2022. The hotel will have 280 rooms, a restaurant, a conference hall with seating capacity of 400, six meeting rooms, a parking lot, and a fitness center.

There are 25 InterContinental Hotels Group hotels in Eastern Europe operating under the brands of InterContinental, Holiday Inn, Crowne Plaza, and Holiday Inn Express. At the moment, IHG owns more than 5,400 hotels in almost a hundred countries.

The Sorainen team consisted of Partner Kestutis Adamonis and Associate Lina Stropute.

The Riga and Vilnius members of the former Derling alliance in the Baltics ⎯ Kronbergs Cukste and Dominas, respectively ⎯ have replaced the former Estonian member of the alliance, the Derling law firm, with Glikman Alvin, and have rebranded as the Levin Law alliance, which they describe as “a new force in the Baltics using the combined strength of established firms.”

According to a Levin press release, its members’ “proven track record ranges ranges from the privatization of state-owned companies, significant M&A deals, high-profile arbitration cases, financial transactions and international sales, through to everyday corporate legal services. As full-service firms, members of the Levin Law alliance are perfectly positioned to meet the entire spectrum of clients’ legal needs.

Valters Kronbergs, Managing Partner at the newly-renamed Kronbergs Cukste Levin in Riga, said that the three firms are already well-acquainted, and claimed that the new alliance makes for a powerful resource for pan-Baltic clients, especially in the fields of M&A, corporate legal services, and litigation.

Paul Keres, Partner at Glikman Alvin Levin, said that this development significantly expands the pan-Baltic capacity of all three firms, making Levin Law an attractive partner for businesses operating in all three Baltic markets or expanding across the region.

Gediminas Dominas, Managing Partner at Dominas Levin in Vilnius, said that the new alliance builds on all firms’ existing strengths and adds depth in many areas, including energy and utilities, Fintech and GDPR compliance. Dominas also emphasized the alliance’s increased international commercial arbitration capacity.

Editor’s Note: After this article was published CEE Legal Matters reported that Estonia’s Derling law firm had launched a new alliance as well, replacing Lithuania’s Dominas Law Firm and Latvia’s Kronbergs Cukste with the Primus offices in those two countries.  

Ellex, Allen & Overy, and Hamilton have advised Blackstone on the EUR 1 billion acquisition by a consortium of private equity funds it manages of a 60% stake in Luminor from Nordea bank AB and DNB Bank ASA. Cobalt advised Luminor on the sale.

Allen & Overy was lead coun­sel and Hamilton provided Swedish law advice to Blackstone, while Ellex advised on Estonian, Latvian, and Lithuanian laws.

According to Ellex, the deal is the largest M&A transaction in Baltic history.

Nordea and DNB will retain an equal 20% equity stake in Luminor and will continue to support the bank with long-term funding, expertise, and ongoing representation on the Board of Directors. Additionally, Blackstone has entered into an agreement with Nordea to purchase their remaining 20% stake over the coming years.

Luminor, which was established in 2017 as a result of merger between the Baltic operations of DNB and Nordea as reported by CEE Legal Matters on October 9, 2017.

The Ellex team was led by Partner Sven Papp and Senior Associate Alla Kuznetsova in Estonia. The team in Latvia consisted of Partners Zinta Jansons and Egons Pikelis and Associate Partner Valters Diure. The Lithuanian team included Partners Dovile Burgiene and Gediminas Reciunas.

Cobalt’s pan-Baltic team was led by Partner Kristel Raidla-Talur and Senior Associate Karl Kull. The team also included Partners Marina Kotkas and Sandija Novicka, Specialist Counsel Andrejs Lielkalns, of-Counsel Toms Krumiņs, Managing Associate Eva Suduiko, Senior Associates Aurelija Balciune, Monika Koolmeister, Kristjan Kotkas, and Heleri Tammiste, Associates Madis Reppo, Liina Saaremets, Marius Banys, Diana Zepa, Arturs Valdersteins, Krisjanis Buss, and Aleksander Tsuiman, and assistant lawyers Sabine Vilka, Tiit-Gregor Mets, Kristiina Kraav, Milda Vaznelyte and Julija Kostomarova.

The Allen & Overy team was led by Partner Karan Dinamani and Senior Associates Hugh Robinson and Monika Przygoda and included Partners Nick Bradbury, George Link, Jim Ford, Senior Associate Rebecca Claxon, and Associates Daniel Hunter, Tina Barazandeh-Nejad, Gregory Talbot, and Nick Roudev.

The Hamilton team was led by Partner Jon Ericson.

Editor’s Note: The transaction closed on September 30, 2019.

After this article was published, the Walless law firm in Lithuania contacted CEE Legal Matters to note that its lawyers, including both Partners Dovile Burgiene and Gediminas Reciunas, who were on the Ellex Valiunas team when negotiations for the deal began, in fact continued to serve as “the main legal advisers to Blackstone (as acquirer) in Lithuania … after Walless’ de-merger from Ellex Valiunas in late 2018,” and then assisted with the deal’s closing as well. 

CMS has advised ING Bank on financing provided to two companies from the Ukrainian agribusiness sector.

The first loan was a USD 80 million syndicated pre-export finance facility to Nibulon, a seed and grain producer and exporter, while the second was the extension and increase to USD 100 million of the pre-export syndicated credit facility granted last year to ViOil, a vegetable oil producer and exporter company.

CMS Warsaw-based Partner Mark Segall, who co-led the firm’s team on the deal with Sofia-based Partner Elitsa Ivanova, explained that: “These pre-export finance facilities suit the needs of Ukrainian agribusinesses very well, providing them with sufficient working capital through the annual production and export cycle.”

In addition to Segall and Ivanova, the CMS team included Kyiv Senior Associate Kateryna Chechulina and lawyers from CMS Zurich and CMS Amsterdam on Swiss and Dutch law matters.

Asters, in cooperation with Quinn Emanuel Urquhart & Sulliva,n is reporting success in the English Court of Appeal in its representation of Ukraine in a USD 3 billion Eurobond dispute with Russia.

Russia’s claim was brought against Ukraine regarding its alleged debt under 3 billion USD bonds purportedly issued by Ukraine in 2013 and 100% taken up by the Russian Federation by The Law Debenture Trust Corporation plc., as trustee under the Eurobonds, acting at Russia’s direction and for its benefit.

According to Asters, ”Ukraine disputed the validity of the loan on various grounds, principally on the grounds of duress arising from Russian threats and aggression, including with regard to Crimea and the eastern Ukraine, leading up to the entry into the loan and beyond. The case raises novel issues concerning the non-justiciability/foreign act of state principle and the capacity of states to contract, and will undoubtedly be the leading English case on the application of those principles in a commercial context.”

Asters reports that Court of Appeal “unanimously overturned the decision of Mr. Justice Blair of the English High Court, and found that Ukraine’s defense of duress is justiciable and should be the subject of a trial.  The Court of Appeal also reversed the Judge on Ukraine’s alternative case, and found that if the duress defense were non-justiciable, that would require a stay of the proceedings since the claim could not be fairly adjudicated without considering Ukraine’s defense.”

The Court of Appeal granted both parties permission to appeal to the Supreme Court.

Asters’ team was led by Partner Svitlana Chepurna and included Counsel Oksana Legka and Associates Kateryna Kylyvnyk and Olena Nikolenko, all working under the general direction of the firm’s Managing Partner Oleksiy Didkovskiy and Senior Partner Armen Khachaturyan.

AP Legal Belgrade and CMS Bucharest have advised the lenders of Victoria Group a.d. Beograd and its subsidiaries on the sale of its loan receivables to MK Group d.o.o. Belgrade. Jankovic, Popovic, Mitic advised the Victoria Group.

The lenders included UniCredit Bank Serbia a.d. Belgrade, Societe Generale Bank Serbia a.d. Belgrade, Komercijalna banka a.d. Belgrade, Credit Agricole Serbia a.d. Novi Sad, Eurobank a.d. Belgrade, Banca Intesa a.d. Belgrade, Erste Group Bank AG, IFC, and EBRD. The transaction value was not disclosed.

Accoridng to AP Legal, the entire restructuring process commenced in 2014 and ended in July 2018 when financial close of the sale of receivables to MK Group Belgrade took place.

The AP Legal team consisted of Counsels Aleksandar Preradovic and Aleksandra Jovic and Senior Associate Dusan Preradovic.

The CMS Romania team included Partner Simon Dayes, Associate Andreea Turcu, and Trainee Ellis Schindler.

Editor’s Note: After this article was published, JPM informed CEE Legal Matters that its team consisted of Senior Partner Nenad Popovic and Senior Associates Irena Ikonic, Bojana Javoric and Jelena Milinovic.

TGS Baltic and Sweden’s Vinge Law Firm have advised IK Investment Partners on the acquisition of A-Katsastus Group’s operations in the Baltics, Sweden, and Poland. Sweden’s Roschier Law Firm and Cobalt advised A-Katsastus Group and its subsidiary A-Katsastus.

Vinge was the main legal advisor of IK Investment Partners, with TGS Baltic advising the fund in the Baltics. Roschier was the main legal advisor of A-Katsastus Group Oy and subsidiary A-Katsastus Oy, and Cobalt advised A-Katsastus Group on Estonian, Latvian, and Lithuanian law.

IK Investment Partners acquired the shares of vehicle inspection companies A-Ulevaatus OU in Estonia, SIA Scantest in Latvia, A-Katsastus AB in Sweden, and Autotest Polska Sp. Z o.o. in Poland from A-Katsastus Group Oy, a European company that provides vehicle inspection, trade-in inspection, and registration services.

With a network of 106 stations, the A-Katsastus Group is a provider of vehicle inspection services in Sweden, Estonia, Latvia and Poland. Its services include Periodic Technical Inspections, registration inspections, voluntary checks, and related services for passenger cars, light trucks, buses, and lorries.

The TGS Baltic team was led by Partners Kadri Kallas and Andra Rubene and Associate Partner Nauris Grigals, supported by Senior Associates Meree Punab and Mara Stabulniece and Associates Raivis Znotins, Reinis Grunte, and Toms Tidemanis.

Roschier’s team consisted of Partners Jouni Salmi and Mika Ohtonen, Principal Associate Antti-Jussi Partanen, Senior Associate Andreas Bussman, and Associates Rene Male and Annika Salparanta.

Vinge’s team consisted of Partner Jonas Bergstrom and Louise Brorson Salomon and Associates Johanna Wiberg, Michaela Cronemyr, Karolina Cohrs, and Lionardo Ojeda.

Editor’s Note: After this article was published, CEE Legal Matters learned that Cobalt’s team consisted of Estonia-based Partner Peeter Kutman, Senior Associate Kristjan Kotkas, and Associate Madis Reppo, and Latvia-based Partner Toms Sulmanis and Associate Marija Berdova.

Karanovic & Partners, Pekin & Bayar, and Sweden’s Delphi law firm have advised NIBE Industrier AB on its acquisition of 51% of the EMIN Group. Goktas Attorneys advised Emin Group on the sale. The purchase price was not disclosed.

The acquisition remains contingent on the satisfaction of various conditions and the still-pending approval of the Turkish competition authority. Completion of the acquisition and consolidation is expected to take place in eight weeks. NIBE also has a call option to acquire an additional 29% of the EMIN shares in 2025.

Sweden’s NIBE is a global organization that claims to contribute to a smaller carbon footprint and better utilization of energy by — according to the company’s website — developing, manufacturing, and marketing “a wide range of eco-friendly, energy-efficient solutions for indoor climate comfort in all types of property, plus components and solutions for intelligent heating and control in industry and infrastructure.”

The company is listed on Nasdaq Stockholm, Large Cap list, since 1997, with a secondary listing on the SIX Swiss Exchange since 2011.

EMIN Group, which was founded in 1970, is a manufacturing company with operation in Turkey and Serbia. Its main products are coupling systems for fluids sold to manufacturers of energy equipment. The company has sales of approximately EUR 14 million with an operating margin exceeding 10%.

NIBE is EMIN’s largest customer and accounts for more than 50% of sales. 

“The acquisition of EMIN further complements our range of components and solutions for the all-important HVAC sector,” said Gerteric Lindquist, CEO of NIBE Industrier. “It also gives us access to additional interesting countries for low-cost production in Turkey and Serbia. In the long term, these countries are also interesting local markets. It is very positive and valuable to us that the current management, including CEO Bulent Tacsi, will continue to lead the company as partners.”

The Karanovic & Partners team was led by Senior Partner Dragan Karanovic and Partner Petar Mitrovic.

The Goktas Attorneys team consisted of attorneys Cagri Goktas and Melis Karakus. 

Delphi’s team included Managing Partner Anders Jemail, Partner Per-Ivar Svensson, and Associate Emelie Olsson Zulfijaj.

Pekin & Bayar did not reply to an inquiry about the deal.

Clifford Chance lawyers from Prague and Warsaw were on the multi-jurisdictional team advising FlaktGroup, a portfolio company of Triton, on the sale of DELBAG, a specialist for air filtration, to Hengst SE. The contract was signed on August 22, 2018, and the purchase price was not disclosed.

FlaktGroup was formed in 2016 by the merger of FlaktWoods with the portfolio company DencoHappel. Clfford Chance advised Triton on both the acquisition of FlaktWoods and the subsequent merger with DencoHappel.

Today, according to Clifford Chance, “FlaktGroup is the European market leader for intelligent and energy-efficient solutions for indoor air and critical air functions that support all areas of application. Based in Herne, Germany, the group generated total sales of around EUR 700 million in 2017 and employs around 3,600 people at a total of 14 production sites and more than 50 agencies in Europe, Russia, the Middle East, North America, South Korea, Singapore, and India.”

According to Clifford Chance, “DELBAG belongs to FlaktGroup and is one of the oldest air filtration companies and best known brands in this business field. With around 150 employees in Germany, France, the Czech Republic, Poland and Austria, the company generated sales of EUR 30 million in 2017.”

Prague-based Associate Tomas Prochaza and Warsaw-based Associate Lukasz Maminski were on the the Clifford Chance team, which also consisted of Dusseldorf/Frankfurt Partner Anselm Raddatz, Frankfurt-based Counsel Robert John and Associate Daniel Gutmann, Dusseldorf-based Senior Associate Katharina Franitza, Frankfurt-based Partner Stefan Simon and Senior Associate Christopher Fischer, and Paris-based Associates Raphael Durand and Aicha Ahardane.

Jonathon Milne, London (Inhouse Legal M&A) advised Triton and Meik Engel (Chief Legal Officer) worked for FlaktGroup.

TGS Baltic and Dentons Warsaw have advised AUGA group AB and shareholder Baltic Champs Group UAB on implementing a secondary public offering of shares in the company in Lithuania.

The new shares were admitted to trading on the Polish and Lithuanian regulated markets ⎯ Warsaw Stock Exchange and AB Nasdaq Vilnius ⎯ and were transferred from the Additional Trading List to the Official Trading List.

After the implementation of this secondary public offering, the company and its largest shareholder pooled a total amount of EUR 36 million. According to TGS Baltic, it was the largest secondary public offering in Lithuania and one of the rare occasions when the issuer’s shares are successfully transferred from the Additional Trading List to the Official Trading List.

The AUGA group provides organic food products and operates according to the “from field to shelf” principle. 

The TGS Baltic team consisted of Partners Vidmantas Drizga and Dalia Tamasauskaite-Ziliene and Senior Associate Mantas Gofmanas.

The Dentons team included Partner Jakub Celinski, Counsel Ryszard Manteuffel, Senior Associate Piotr Kowalik, and Associate Mikolaj Chodkiewicz.