Category: Deals and Cases

Cobalt has advised Luminor on its successful application to the European Central Bank for permission to merge all its banks in the Baltics.

The merger, which is expected to be completed by January 2, 2019, foresees the full integration of Luminor banks across the Baltics, continuing operations in all Baltic countries through an Estonian bank, with registered branches in Latvia and Lithuania.

Luminor, the joint venture of DNB and Nordea banks, was established on October 1, 2017 (as reported by CEE Legal Matters on October 9, 2017) with the aim of creating a new generation financial service provider in the Baltic states. Cobalt also advised on the creation of Luminor (as reported by CEE Legal Matters on October 12, 2017).

The Cobalt team in Tallinn consisted of Partners Kristel Raidla-Talur, Karina Paatsi, and Egon Talur, Senior Associates Heleri Tammiste, Heili Haabu, Karli Kutt, and Mattias Tammeaid, Associate Mart Blondal, and Assistant Lawyer Julija Kostomarova.

The Cobalt team in Riga included Partners Gatis Flinters and Sandija Novicka, Specialist Counsel Andrejs Lielkalns, Associates Krisjanis Buss and Diana Zepa, and Assistant Lawyer Sabine Vilka.

The Vilnius Cobalt team consisted of Partner Irmantas Norkus, Managing Associate Eva Suduiko, and Senior Associates Aurelija Balciune and Jovita Valatkaite.

CMS has advised Viennese car park operator Best In Parking on its launch of a debt issuance program of EUR 175 million through its finance company.

According to CMS, ”Best In Parking Holding AG brings 40 years of experience in the professional creation and management of parking space.” The company has a total of 139 locations in Austria, Italy, Croatia, Switzerland, and Slovakia, and 63,411 parking spaces on-and-off street.

The  CMS team assisted Best In Parking with due diligence in Austria, Italy, Croatia, and Slovakia in preparing the prospectus, and supported Best in Parking during the prospectus approval process with the Luxembourg regulator and during negotiations with the banks.  Lead Partner Martin Zuffer was supported by Vienna-based Attorney-at-Law Philipp Mark and Associate Luciano Duque-Cordero, as well as Partners Sibylle Novak, Peter Simo, and Sandra Lisac, Attorney-at-Law Andreas Goller, Senior Lawyer Helmut Bruckner, and Associate Mariella Kapoun. 

Editor’s Note: After this article was published CEE Legal Matters was informed that Wolf Theiss had advised Raiffeisen Bank International AG and Erste Bank on the deal. The Wolf Theiss team was led by Partner Alex Haas and included Associate Nikolaus Dinhof.

Cobalt has advised MyInvest Estonia on its sale of the Bauhof hardware store chain to Lithuanian hardware store chain Ermitazas, a subsidiary of the Vilniaus Prekyba Group. The buyer was represented by TGS Baltic Lithuania.

Completion of the transaction is subject to merger clearance by the Estonian Competition Authority.

According to Cobalt, while “Bauhof is the leader in building materials and DIY retail market with its 13 stores in Estonia, Ermitasas belongs to one of the largest business groups in Lithuania, Vilniaus Prekyba. Among its biggest subsidiaries are Maxima Group, pharmacy chain Euroapotheca, chain of construction and finishing materials Ermitazas, and commercial real estate development and management company Akropolis.”

In its own press release, TGS Baltic said, that “after the acquisition, it is expected that Ermitazas will be the third largest merchant of construction materials and household items in the Baltics.”

The Cobalt team included Senior Associate Kristjan Kotkas, Partner Peeter Kutman, and Associates Madis Reppo, Liina Saaremets, and Marit Martens.

The TGS Baltic team included Partners Marius Matonis, Dalia Tamasauskaite-Ziliene, Kadri Kallas, and Sander Karson, Advocates Indre Vickaite and Katri Paas-Mohando, and Associate Advocates Ramunas Svencionis and Giedrius Svidras.

Schoenherr has represented the Republic of Moldova in front of an ICSID Tribunal, which on June 28, 2018, dismissed the bulk of damages sought by a group of US investors in a claim filed against the country under the state’s bilateral investment treaty with the USA.

The dispute arose out of the investors’ acquisition and subsequent loss of agricultural lease rights in Moldova’s northern Floresti District. The investors claimed around USD 15 million in lost profits, interest, and other damages, and over USD 3 million in costs.

The arbitration commenced in February 2016. An evidentiary hearing, the first in Austria, was held at Schoenherr’s Vienna office in December 2017.

In its award, the Tribunal dismissed the investor’s claim for lack of jurisdiction, and awarded “only a small fraction of the amount claimed” — around USD 400,000. According to Schoenherr, “since the State made no contribution to the costs of the proceedings, the investors were also awarded a portion of their arbitration costs and legal fees. Their other claims were all dismissed.”

The Schoenherr team was led by Counsel Leon Kopecky and Associate Victoria Pernt, supported by Chisinau-based Attorney at Law Vladimir Iurkovski and Associate Anna Cusnir.

Motieka & Audzevicius has successfully represented the Administration of Lithuania’s Plunge District Municipality in a public procurement case.

The Administration of the Plunge District Municipality (“the Administration”), as contracting authority, is conducting a public procurement process relating to a street reconstruction project in the city of Plunge. The project, which is valued at over EUR 2.2 million, will be financed by the EU Structural Funds.

Motieka & Audzevicius reports that the dispute between two tenderers and the contracting authority arose when the Administration decided to reject their tenders as noncompliant with the requirements set out in the contract documents.

The excluded tenderers, objecting to the decision, filed a lawsuit in Klaipeda Regional Court, requesting interim measures. The Court upheld the claim and required the Administration to suspend its procurement procedures. In response, Motieka & Audzevicius submitted a request to annul those interim measures.

According to Motieka & Audzevicius, “the Court of Appeal of Lithuania agreed with the arguments set out in the request, and the interim measures were annulled.”

The Motieka & Audzevicius team consisted of Partner Jovitas Elzbergas, Senior Associate Valentas Mitrauskas, and Associate ELvina Jurciukonyte.

DLA Piper has advised the Haas Group, an Austrian wafer, biscuits, and confectionery production company, on the sale of the company, which is headquartered in Austria, to Switzerland’s Buhler AG. The buyer was represented by Binder Groesswang and Zurich-based Homburger.

Buhler AG is a technology group that processes grains, rice, cocoa, coffee, and other raw materials, as well as operating as a solution provider of die-casting and surface-coating technologies in high-volume application areas such as automotive, optics, and inks.

The DLA Piper team was led by Vienna-based Partner Christoph Mager and included lawyers from DLA Piper offices in Austria, Czech Republic, Denmark, Germany, The Netherlands, Russia, Singapore, Ukraine, United Arab Emirates, and United States, as well as DLA Piper’s cooperation partners in Brazil, Campos Mello Advogados. 

The firm’s Ukrainian team was led by Partner Galyna Zagorodniuk, with support from Associate Andrii Zhupanyn. 

Binder Groesswang’s team included Partners Florian Khol and Christian Wimpissinger, Attorney at Law Hemma Parsche, and Associate Christoph Schober.

Wolf Theiss has advised the Chinese home appliance producer Hisense on its takeover offer for 95% of the shares in Slovenian white-goods manufacturer Gorenje. Jadek & Pensa advised Gorenje on the sale. The transaction value exceeds EUR 250 million.

Among the selling institutional shareholders were Panasonic, the IFC, and Slovenian state-owned company KAD d.d. Final closing of the transaction is subject to clearance by competent antitrust authorities, including the European Commission.

According to Wolf Theiss, Gorenje is listed on the Ljubljana and Warsaw stock exchanges and has overall revenues of EUR 1.2 billion.

The Wolf Theiss teams were led by Slovenia Co-Managing Partner Markus Bruckmuller, Vienna-based Partner Gunter Bauer, and Poland Co-Managing Partner Ronald Given. The firm’s team included, in Ljubljana, Partner Klemen Radosavljevic, Counsel Teja Balazic Jerovsek, and Associates Ziga Dolhar, Neja Nastran, Larisa Primozic, Primoz Sega, Martina Mahnic, and Tjasa Golobic Smon. The Vienna team included Counsel Jochen Anweiler, Senior Associate Jiayan Zhu, and Associates Nina Lenhard and Florian Prischl. The Belgrade team consisted of Counsel Vidak Kovacevic, Senior Associates Maja Stankovic, Marina Bulatovic, Marijana Zejakovic, and Associates Andjelka Todorovic, Aleksandra Andjelkovic, Tatjana Radivojevic, Marko Tesanovic, Aleksandar Ristic, and Marijana Zejakovic. The Prague team involved Counsel Jan Kotous and Associates Martin Kolacek, Barbara Timkova, and Klara Kovandova. The Warsaw team consisted of Partner Jacek Michalski and Counsel Dariusz Harbaty. Partner Adrian Ster led the Bucharest team, while Partner Naida Custovic and Associate Ilma Kasumagic worked from Sarajevo. The Tirana team included Partner Sokol Nako and Associate Denis Selimi. The Sofia team included Partner Anna Rizova and Senior Associate Hristina Dzhevlekova. The Kiev team consisted of Partner Taras Dumych, Senior Associate Olga Ivlyeva, and Associate Mykhailo Razuvaiev.

Wolf Theiss has advised BMI Securities Ltd, Hong Kong as lead manager on the debut issue of an international bond by the Republic of Srpska of up to EUR 200,000,000, 4.75% Notes due 2023.

The closing took place on June 28, 2018. The bonds are governed by Austrian law and are included in the Third Market of the Vienna Stock Exchange.

“This is a double debut,” explained Wolf Theiss Vienna Partner Claus Schneider, who led the firm’s team on the matter. “It is the first listing of a SEE-sovereign entity on the Vienna Stock Exchange, and it was the first international issue of bonds by the Republic of Srpska.”

Belgrade Associate Nevena Skocic worked alongside Schneider in structuring the transaction and quarterbacking the multi-jurisdictional Wolf Theiss capital markets team that worked on the transaction as sole legal advisor. Partner Naida Custovic and Associate Jasmin Omerdic from Wolf Theiss Sarajevo and Partner Miroslav Stojanovic from Wolf Theiss Belgrade addressed the legal issues under the laws of the Republic of Srpska and Bosnia and Herzegovina.

Wolf Theiss’s Vienna office and Winston & Strawn’s Paris office have advised US automotive supplier Hendrickson on its acquisition of the U-bolt division of Frauenthal Group. Weber & Co. acted advised Frauenthal. The deal was signed on May 30, 2018.

Wolf Theiss and Winston & Strawn also, previously, advised Hendrickson on its acquisition of Austria’s Frauenthal Group subsidiaries in Austria, France and Romania in 2014.

The Wolf Theiss team was led by Counsel Doris Buxbaum.

The Winston & Strawn team included Partners Jerome Herbet and Sara Susnjar.

The Weber & Co. team was led by Partner Stefan Weber.

Act BSWW and WMWP Rechtsanwalte have advised YIT on the acquisition of Parkur Tower Business Park from UBM plc.

As a result of the acquisition, YIT — a Finnish developer listed on the stock exchange in Finland 

— purchased 100% shares in GF Ramba, a company belonging to Austria’s UBM capital group.

According to Act BSWW, GF Ramba is the perpetual usufructuary of the land on which Parkur Tower Business Park is located in Warsaw. YIT intends to develop over 400 residential apartments with accompanying infrastructure on the site.

The Act BSWW team was led by Managing Partner Michal Wielhorski and included Partner Malgorzata Wasowska and Associate Mateusz Prokopiuk.

The WMWP Rechtsanwalte was led by Partner Roman Hager.