Category: Deals and Cases

CMS has acted with lead counsel Jones Day in advising the OTP Bank Group on its acquisition of Societe Generale subsidiaries SG Expressbank Group, Sogelife Insurance Company, and SG Banka Albania, for over EUR 600 million. Schoenherr’s Sofia office and Kalo & Associates in Tirana advised Societe Generale on the sale.

According to CMS, the deals are expected to complete next year due to regulatory and merger clearance filings in five jurisdictions, with the possibility of an additional Phase II filing.

CMS’s multi-jurisdictional transaction team was led by Budapest-based Partner Eva Talmacsi and consisted of Partner Dora Petranyi, Senior Counsel Gabor Gelencser, Senior Associates Zoltan Poronyi and Szabolcs Szendro, Associate Dora Czegledi, and Trainee Lawyer Dora Altziebler.

The Bulgarian CMS team was led by Partner Atanas Bangachev and consisted of Managing Partner David Butts, Partner Elitsa Ivanova, Senior Associates Veliko Savov and Nevena Radlova, Associates Desislava Vasileva, Irina Sokolova, Denitsa Dudevska, Iveta Manolova, Plamena Kostadinova, and Zornitsa Georgieva, Junior Associates Konstantin Stoyanov, Tatyana Yosifova, Mirela Dyukendzhieva, and Borislava Piperkova, and Legal Trainee Angel Naydenov.

The firm’s Albanian team was led by Partner Mirko Daidone, supported by Senior Associate Evis Zaja. The Zurich team was led by Partner Stephan Werlen.

The Schoenherr team was led by Sofia-based Partner Ilko Stoyanov.

Editor’s Note: After this article was published Kalo & Associates informed CEE Legal Matters that its team was lead by Partner Aigest Milo. The team also included Partners Enkelejd Seitllari and Eni Kalo, Executive Associate Elira Hroni, and Senior Associate Adi Brovina.

Subsequently, Jones Day announced that its team was led by Partner Alexandre de Verdun and included Partners Eric Barbier de La Serre, Phillippe Goutay, and Emmanuel de La Rochetulon, Of Counsels Robert Mayo and Olivier Haas, and lawyers Saliha Bardasi, Delphine Sauvebois-Brunel, Jonas Van den Bossche, Adrien Starck, Gillan Saleh, Eileen Lagathu, Claire Lavin, Yann David, Olga Goncharska, David Aumain, Alexandre Cheriet, Edouard Fortunet, and Evgenia Nosareva.

Sorainen and Baker McKenzie have advised Hewlett Packard Enterprise on its agreement to have Swiss-based ALSO Holding run its sales and services business in Lithuania, Ukraine, and Belarus. ALSO reportedly was represented by Cobalt.

US-based HPE provides IT, technology, and enterprise products, solutions, and services, while ALSO Holding offers services across the ICT value chain.

Under the agreement, ALSO will set up separate legal entities in Lithuania, Ukraine, and Belarus. These will operate independently to sell HPE offerings and related services. ALSO will also handle the responsibility for sales, channel management, services, and marketing functions.

According to Sorainen, ”this new model of cooperation will involve no changes to the daily operations of ALSO’s channel partners and no changes for the existing HPE partner ecosystem.”

“HPE is a global leader in IT infrastructure, and through our partnership with ALSO, we will continue to deliver our extensive portfolio of products and services to Ukraine, Belarus and Lithuania,” said Martin Kubala, Managing Director, East South Europe, HPE. ”This new initiative with ALSO will strengthen HPE’s position in the region and benefit current and prospective customers.”

Sorainen, advising on Lithuanian law aspects, worked on the corporate, employment, and property law part of the transaction. The firm’s team included Partner Algirdas Peksys, Senior Associate Agniete Venckiene, and Associates Vytaute Janusaityte and Karolis Kunigelis.

Cobalt did not reply to our inquiries. 

Sorainen has acted as Belarusian and Lithuanian counsels for the EBRD on its USD 15 million loan to the Modus Group.

According to Sorainen, the loan aims to finance constructing, equipping, and putting into operation four biogas plants with total installed capacity of 4MW to be located in Brest and Grodno regions of Belarus. The loan is the first investment by EBRD in the Belarusian renewable energy sector.

The Modus Group is an international group of companies currently operating in Lithuania, Latvia, Estonia, Spain, Poland, and Belarus in the fields of renewable energy, mobility services, the auto business, and real estate.

Sorainen Belarusian and Lithuanian team was led by Partners Kiryl Apanasevich in Minsk and Augustas Klezys in Vilnius.

Sorainen informed CEE Legal Matters that it was not able to provide any information about counsel for the Modus Group.

Allen & Overy has advised Aegon on the divestment of its insurance businesses in the Czech Republic and Slovakia for EUR 155 million to the NN Group. The buyer was advised by Kinstellar.

Aegon’s businesses in the Czech Republic and Slovakia predominantly provides unit-linked products, in addition to offering term life products and a wide range of riders, as well as pension services in Slovakia.

The transaction is subject to customary regulatory approvals as well as merger clearance, and is expected to close in the first quarter of 2019.

The Allen & Overy team was led by Partner Prokop Verner, assisted by Associate Jakub Cech and Junior Lawyer Tomas Kirner on regulatory matters. Partner Martin Magal and Senior Associate Tomas Bury advised on the Slovak aspects of the transaction, with Senior Associate Peter Jedinak providing specialist regulatory advice, while tax advisor Michal Dusek advised on the transactional tax aspects of the disposal. English law advice was provided by A&O Consultant Hugh Owen.

Kinstellar’s Prague-based team was led by Counsel Karla Rundtova and Partner Lukas Sevcik. Other key members of the Czech team were Counsels Martina Brezinova and Tomas Cihula and Senior Associates Tereza Naucova and Pavla Krskova. The Slovak team included Partners Adam Hodon and Roman Oleksik, Senior Associate Dominika Bajzathova, and Associate Marko Ernek. Partner Kvetoslav Krejci supported the team in relation to English law aspects of the transaction. 

Cobalt, in cooperation with Setterwalls, has advised SEB and Swedbank on their extension of EUR 185 million syndicated loan facilities to the Euroapotheca pharmacy chain. Euroapotheca reportedly was assisted by TGS Baltic.

Euroapotheca is an international group of companies in the Northern Europe and CEE region managing pharmacy retail chains and wholesale companies in Lithuania, Sweden, Latvia, Estonia, Poland, and Ukraine. The company currently owns more than 660 pharmacies in six countries, employing more than 3800 employees. 

Cobalt’s team in Estonia included Partner Marina Kotkas and Senior Associate Kristjan Kotkas, Counsel Edgars Lodzins and Senior Associate Inga Tenisa assisted from Latvia, and Managing Associate Eva Suduiko and Senior Associate Aurelija Balciune assisted from Lithuania.

TGS Baltic did not reply to our inquiries on the matter.

Brandl & Talos has assisted Bwin in obtaining closure after ten years of preliminary proceedings against charges of bribery.

In 2007, Bwin tried to obtain a Turkish sports betting license. The company invested EUR 2.25 million in the project, but according to Brandl & Talos only received a fake license. According to the firm, “the core of the proceedings pending since then was an investigation into the allegation that there had been a bribe in the course of the attempt to obtain the Turkish sports betting license.”

According to Brandl & Talos, “bribery presupposes that so-called ‘official acts‘ are carried out in breach of duty as a result of bribery payments. However, this has not been the case – as a request for mutual assistance from Turkey submitted by Brandl & Talos now has confirmed.” Consequently, the investigation has been closed.

CMS has advised Kreditech Holding SSL GmbH on the sale of 100% shares in its Czech subsidiary, Kreditech Ceska Republika, to Kancelaria Medius S.A.

Kreditech was sold via a share purchase agreement executed on December 14, 2017 in Prague, with the final post-signing covenant fulfilled on June 30, 2018.

Kreditech ⎯ a German financial services company headquartered in Hamburg ⎯ serves clients in Russia, India, Spain, and Poland. According to CMS, “its product offering includes installment and point of sale consumer loans, and it uses a new approach to credit underwriting purely based on alternative data and machine learning.”

CMS’s work included supporting Kreditech Holding through the entire process of selling its Czech operations, starting with preparing and negotiating the share purchase agreement (which was governed by Polish law) together with the share transfer agreement under Czech law, as well as other post-signing actions related to the transaction on the Polish and Czech markets.

The CMS team was coordinated by the Warsaw CMS Corporate team, which was led by Counsel Rafal Kluziak, supported by Lawyer Jakub Szczygiel. CMS Prague Partner Pavla Kreckova and Senior Lawyer Lucie Hallova assisted on Czech law aspects. Supervision was provided by Warsaw-based Partner Jakub Marcinkowski.

CMS did not reply to our inquiries. 

CEE Attorneys has advised Detska Galaxie, a company belonging to the Ags 92 group, on the acquisition of Feedo e-shop from Windeln.de. Havel & Partners advised Windeln.de.

Ags 92 is a Czech e-shop with products for children under three years of age, operating in the Czech Republic, Poland, and Slovakia.

The CEE Attorneys Prague team involved Partner Lukas Petr, Managing Associate Iveta Koubkova, and Associate Barbora Janebova. The team in Bratislava consisted of Partner Peter Lisiak. The Warsaw-based team included Partner Andrzej Szmigiel, Managing Associate Bartolomiej Grabiecki, and Associate Karolina Samul.

Editor’s Note: After this article was published, Havel & Partners informed CEE Legal Matters that its team consisted of Partner Petr Sprinz and Jan Koval, Senior Associate Silvie Kiraly, and Associates Juraj Petro and Michal Ranostaj.

Primus has advised Belarus’s Mebelain factory on a EUR 20 million loan from the EBRD to facilitate the expansion of its furniture factory. EBRD was advised by Cobalt.

Mebelain is a member of the SBA Group. Within two years Mebelain plans to invest EUR 29.3 million into the development of its factory in Belarus, which, according to Primus, “will ensure a double growth of its production capacity.”

This is already the second senior loan to Mebelain from the EBRD, following its provision of a EUR 5 million senior loan in 2012 to finance the development of a greenfield veneer-faced furniture production plant in Belarus.

Since 2013 the Mebelain furniture factory has operated in Belarus’s free economic zone of Mogilev and manufactures carcass furniture from natural wood veneer panels. 

The Primus team was led by Partner Giedre Dailidenaite.

A German-Czech CMS team has advised Munich-based Leonhard Moll Betonwerke GmbH & Co KG on its acquisition of ZPSV a.s., together with its subsidiaries and production sites in the Czech Republic, Bulgaria, and Slovakia, from the Spanish OHL Group.

As previously reported, the sellers were advised by Weinhold Legal. 

Leonhard Moll Betonwerke GmbH & Co KG, which is part of the Leonhard Moll AG Group, is a leading European manufacturer of concrete railway sleepers, with production sites in Germany, Poland, the United Kingdom and Croatia. ZPSV is the biggest manufacturer of prefabricated concrete elements and concrete railway sleepers in the Czech Republic and has more than 500 employees.

The CMS team was led by CMS Munich Partner Martin Kolbinger and CMS Prague Partner Helen Rodwell and included, in Germany, Partner Marc Seibold, Counsels Andreas Grunert and Bjorn Herbers, and Senior Associate Maximilian Mersch; in the Czech Republic, Partner Pavla Kreckova and Senior Associate Lukas Valusek and Lenka Krutakova, Associates Lukas Vymola and Petr Koral, Junior Associate Jiri Petura, and Junior Lawyer Barbora Sevcíkova; in Bulgaria, Partner Gentscho Pavlov, Senior Associate Maya Aleksandrova, and Associates Ivan Gergov and Desislava Anastasova; and in Slovakia, Partner Peter Simo and Senior Associate Lukas Makara.