Category: Deals and Cases

Ellex has advised Eesti Energia subsidiary Enefit Green AS on its acquisition of 100% f the shares in Nelja Energia AS from Vardar Eurus AS and Nelja Energia’s minority shareholders. The sellers were represented by Norway’s Thomessen law firm.

Nelja Energia is a renewable energy producer and developer in the Baltic countries. Vardar AS has agreed (through its subsidiary Vardar Eurus AS) to sell its 77% holding of the shares in Nelja Energia, with the remaining 23% of the shares coming from a number of Estonia-based minority investors.

Ellex describes the EUR 289 million transaction, which also involves the buyer assuming Nelja Energia’s net debt (which amounted to EUR 204 million at the end of 2017), as “the third biggest Estonian deal ever.” It remains subject to approval by the County Executive Board of Buskerud County Administration and customary approvals and clearances by relevant competition authorities.

The Ellex Raidla team in Estonia included Partners Sven Papp and Martin Kaerdi, Counsels Triin Frosch and Toomas Kasesalu, Senior Associates Alla Kuznetsova, Sandra Vark, Gerly Lohmus, Rauno Klemm, and Martin Maesalu, Associate Triin Tiru, and Lawyers Anna Trine Raudsepp and Kevin Gerretz. The Ellex Klavins team in Latvia consisted of Partner Raimonds Slaidins, Senior Associate Iveta Ceple, and Associates Marta Cera and Beata Plocina. The Ellex Valiunas team in Lithuania was led by Partner Paulius Gruodis and included Associate Mantas Juska, Junior Associate Arvydas Gruseckas, and Senior Associate Arnoldas Puodzius.

Thomessen’s team was led by Partner Bendik Christoffersen. 

Noerr, Ellex Raidla, Jeantet, and Bowman Gilfillan have advised Daimler AG on a USD 175 million investment in Estonian startup Taxify. Sorainen Estonia advised Taxify on the successfully concluded funding round that brought its valuation to the USD 1 billion mark.

The investment also featured participation from new backers in the shape of Europe-based Korelya Capital and Taavet Hinrikus, founder of Estonian fintech startup Transferwise. China’s Didi Chuxing was among the returning investors to join.

According to Noerr, with its investment in Taxify, Daimler significantly expands its ride-hailing portfolio. To date, Taxify has provided transport to more than ten million passengers with more than 500,000 registered drivers.

Daimler has already taken a role in ride-hailing. Its investments in the area include the acquisition of car-sharing business car2Go, German car-pooling startup Flinc, investments in Europe-based car-pooling company Via, and Turo, another car-sharing service which took on Daimler’s rival service Croove.

Taxify, a start-up born in Estonia, operates predominantly in Central and Eastern Europe and in Africa.

The Noerr team was led by Partners Barbara Kusak in Prague and Alexander Hirsch in Dusseldorf. The team also included Bucharest-based Partner Rusandra Sandu, Warsaw-based Associated Partner Arkadiusz Ruminski, and Munich-based Partner Alexander Birnstiel and Senior Associate Stefan Bauer.

The Ellex Raidla team in Estonia consisted of Partner Risto Vahimets, Senior Associate Karl-Erich Trisberg, and Associate Anna-Trine Raudsepp.

The Jeantet team, advising on French law, included Partner Karl Hepp de Sevelinges and Associate Ruben Koslar.

The Bowman Gilfillan team included Johannesburg-based Partner James Westgate and Senior Associate Kate Peter.

The Sorainen team consisted of Partner Toomas Prangli and Senior Associate Kai Vainola.

Editor’s note: After this article was published, Cobalt announced that its Estonian office had advised Taxify`s shareholder, DiDi Chuxing, on the investment round. The firm’s team was led by Specialist Counsel Ott Aava, Partner Martin Simovart, Senior Associate Karl Kull, and Associate Liina Saaremets.

Binder Groesswang and Clifford Chance have advised Emirates NBD Bank PJSC on the acquisition of 99.85% of the shares of Turkish DenizBank A.S. and its Austrian subsidiary DenizBank AG from Sberbank of Russia. Herbert Smith Freehills advised Sberbank on the sale.

The consideration for 99.85 % of the shares is EUR 2.7 billion based on the consolidated equity of DenizBank as of October 31, 2017. The closing is subject to approval by banking and antitrust authorities in various jurisdictions.

DenizBank is a private credit institution in Turkey with subsidiaries in Russia, Austria, the Turkish Republic of Northern Cyprus, and branches in Germany and Bahrain. Austria’s DenizBank operates twenty-seven branches in Austria and sixteen branches in Germany. 

Emirates NBD Bank PJSC is a banking group in the Middle East that is listed on the Dubai Financial Market (DFM) and is a participant in the global digital banking business. The group is active in both retail and corporate banking.

The Binder Groesswang team was led by Partners Thomas Schirmer and Stephan Heckenthaler and included Partners Markus Uitz, Ivo Rungg, Angelika Pallwein-Prettner, and Christine Dietz, Senior Associates Stefan Frank, and Associates Markus Cejka, Felix Fuith, Michael Delitz, Stefan Frank-Woda, and Arne Greiner.

Clifford Chance’s Dubai team was led by Partner Mohammed Al-Shukairy, and included Counsel Andrew Steele and Associates Oliver Jarvis-Bicknell and Charlotte Monk Clifford Chance’s Frankfurt team was led by Partner Thomas Krecek and included Counsel Stefan Bruder and Senior Associate Christian Hissnauer.

Herbert Smith Freehills’s Moscow-based team was led by Partner Evgeny Zelensky, assisted by Counsel Stanislav Grigoryev and Senior Associates Anna Vashutina and Denis Morozov.

Avellum has advised Investment Capital Ukraine on the establishment of a joint venture with the VR Capital Group to develop a 63.8 MW solar power plant in the Khmelnytskyi region of VR Capital Group was advised by Asters.

As a result of the agreement, VR Capital purchased 50% of Matlomenius Holdings Ltd (Cyprus) from Investment Capital Ukraine.

Matlomenius Holdings Ltd is the owner of PodilskEnergo, which is building a 60 MW solar power plant near Kamianets-Podilskyi (in the Khmelnytskyi region of Ukraine). The power plant is scheduled to be commissioned by the end of 2018.

Investment Capital Ukraine is an independent asset management, private equity, and investment advisory firm specializing in the emerging markets of Central and Eastern Europe.

VR Capital Group is an alternative asset manager focused on distressed securities and event-driven/special situations investments with a strong historical orientation towards emerging markets. VR Capital Group operates offices in London, New York, and Moscow, and it has a presence in Buenos Aires

The Avellum team was led by partner Yuriy Nechayev, with support from Associates Dmytro Symbiryov and Olga Tersina.

The Aseters team included Partner Yaroslav Petrov, Counsel Tetiana Vovk, Senior Associates Marta Halabala, Roman Drobotskiy, and Oleh Furmanchuk, and Associates Diana Kondratieva, Olena Nikolenko, Olena Sichkovska, and Pavlo Verbolyuk.

Ellex Valiunas has advised Estonia’s Inbank on its acquisition of 100% of the shares of UAB Mokilizingas from shareholders AS LHV Group and UAB Inovatyvus Prekybos Sprendimai. The transaction, which is valued at EUR 15 million, is expected to close before May 31, 2018.

Mokilizingas is a consumer finance services provider in Lithuania and Latvia.  

According to Ellex, the acquisition of Mokilizingas is one of the steps forward for Inbank in implementing its international development strategy. After this deal, Inbank plans to expand further as an international bank, as more than a half of its loan portfolio will be accumulated outside Estonia.

The Ellex team was led by Partner Gediminas Reciunas, Associate Partner Ausra Brazauskiene, Senior Associate Mindaugas Lukas, Experts Lina Radavicienė and Ruta Svedarauskiene, Associate Enrika Tamasauskaite, and Junior Associate Akvile Marozaite.

Paksoy has advised Sberbank of Russia on signing a share purchase agreement for the sale of Denizbank to the UAE banking group Emirates NBD Bank.

According to Paksoy, Emirates NBD will acquire 99.85% of Denizbank’s issued capital for approximately USD 3.2 billion. The completion of the transaction is subject to clearance from the regulatory authorities in Turkey, Russia, the United Arab Emirates, and other countries in which Denizbank operates.

The Paksoy team consisted of Partners Stephanie Beghe Sonmez and Sera Somay, Counsels Sansal Erbacioglu, Okkes Sahan, and Selen Terzi Ozsoylu, and Senior Associate Nazli Bezirci.

Paksoy did not reply to an inquiry about the deal

Editor’s Note: In August, 2019, Paksoy reported that the share purchase agreement had been amended and restated on April 2, 2019 and that the transaction had closed on July 31, 2019 after clearance had been obtained from regulatory authorities in Turkey, Russia, the United Arab Emirates, and other countries in which Denizbank operates.

In addition, Binder Groesswang reported that it and Clifford Chance had advised Emirates NBD Bank PJSC on the acquisition of 99.85 % of the shares in Turkish DenizBank A.S. and its Austrian subsidiary DenizBank AG.

The Binder Groesswang team was led by Partners Thomas Schirmer and Stephan Heckenthaler and included Partners Markus Uitz, Angelika Pallwein-Prettner, Christine Dietz, and Ivo Rungg, Senior Associate Stefan Frank, and Associates Felix Fuith and Brigita Rakar, and Michael Delitz.

The Clifford Chance team that served as lead counsel to Emirates NBD Bank was led in Dubai by Partner Mohammed Al-Shukairy, working with Associates Oliver Jarvis-Bicknell and Sara Salameh. The firm’s Frankfurt  team was led by Partner Thomas Krecek, working with Counsel Stefan Bruder and Senior Associate Christian Hissnauer. 

CMS Prague has advised private equity-backed Waterlogic, a designer, manufacturer, distributor, and servicer of purified drinking water dispensers on the acquisition of Lux Aqua Czech s.r.o. and Lux Aqua Hungaria Kft., a Czech and a Hungarian company that provides drinking water solutions for B2B clients. The sellers reportedly were represented by Hogan Lovells.

Waterlogic has A direct presence in 15 countries and an extensive independent global distribution network that reaches over 50 countries around the world. The deal accelerates Waterlogic’s strategy to enter new direct markets and expand its global footprint.

In their press release, Waterlogic stated that “the combination of Waterlogic’s innovative products and Lux Aqua’s well-established presence in Hungary and the Czech Republic means that more businesses around the world will enjoy great tasting drinking water of the highest purity.”

Waterlogic Group CEO Jeremy Ben-David commented, “Lux Aqua has a fast-growing foothold in Hungary and the Czech Republic, both attractive high-growth territories. They are the natural partners to accelerate our global expansion strategy and significantly strengthen our position as the total water solutions provider. We are delighted to welcome Lux Aqua into the Waterlogic Group.”

Lux Aqua Hungary Managing Director Janos Koos added, “Lux Aqua Hungary has been distributing and servicing Waterlogic dispensers exclusively for almost four years now. The product quality and choice is especially well-regarded in Hungary, where sparkling water consumption is high. It’s a great pleasure to be building on our success with such a well-established and market-leading brand to take us to the next level.”

Lux Aqua Czech Managing Director Ladislav Vocu said, “Lux Aqua Czech is delighted to become part of the Waterlogic family. Waterlogic is both driven and geared for growth, and this acquisition significantly strengthens our ability to grow organically and to continue to invest in the future of our business.”

CMS’s team included Managing Partner Helen Rodwell, Senior Associate Frances Gerrard, Associates James Oczko and Dora Czegledi, and Trainee Solicitor Jamie Gordon.

Hogan Lovells did not reply to our inquiry on the matter. 

Slaughter and May has advised Vodafone on its acquisition of Liberty Global’s operations in Germany, the Czech Republic, Hungary, and Romania. Vodafone was advised by Lakatos, Koves and Partners on Hungarian legal aspects of the acquisition. Liberty Global was represented by Freshfields, with US support from Ropes & Gray.

Vodafone agreed to acquire Unitymedia GmbH in Germany and Liberty Global’s operations in the Czech Republic, Hungary, and Romania, for a total enterprise value of EUR 18.4 billion. This is expected to consist of approximately EUR 10.8 billion of cash consideration paid to Liberty Global and EUR 7.6 billion of acquired existing Liberty debt, subject to completion adjustments.

According to Slaughter and May, “Unitymedia is the second largest cable operator in Germany, UPC Czech and UPC Hungary are the largest cable operators in the Czech Republic and Hungary, and UPC Romania is the second largest cable operator in Romania.”

The acquisition accelerates Vodafone’s converged communications strategy through in-market consolidation in Vodafone’s largest market, Germany, and in Vodafone’s Central and Eastern European markets, the Czech Republic, Hungary, and Romania.

The transaction will be subject to review by and approval from the European Commission, and Vodafone anticipates that completion will take place around the middle of 2019.

The Slaughter and May team included Partners Roland Turnill, Susannah Macknay, Claire Jeffs, Kerry O’Connell, Duncan Blaikie, Steve Edge, Oliver Storey, Jonathan Fenn, Jane Edwarde, Associates James Cook, Katharina Hesse, Katie Kershaw, Chris Marlor, Aleezeh Liaqat, Ying Wu, Emma Griffiths, Lauren Dingsdale, Florian Von Schreitter, Oliver Howley, Michaela Peck, Matthew Harman, Rafaella Felthun, Orlaith Kane, Alex Fisher, Rose Swaffield, Charlie McGarel-Groves, Steve Dempsey, David Rintoul, and Gemma Goddard, with Trainees Catherine O’Callaghan and Matthew Atkinson.

The Freshfields team was led by Partners David Sonter and David Brooks, with support from Senior Associate Rhys Evans.  Antitrust advice was provided by Partner Sascha Schubert, Tax advice by Partner Peter Clements, German Corporate advice by Partner Jochen Ellrott, German Regulatory advice by Partners Frank Rohling and Klaus Beucher, and Employment advice by Partners Alice Greenwell and Boris Dzida. 

The Lakatos, Koves & Partners team included Partner Ivan Solyom, Managing Partner Peter Lakatos, and Associates Gyorgy Toth and Adrienn Mandoki. Employment advice was provided by Counsel Éva Bognar.

Editor’s note: After this article was published, CMS announced that they also had a role advising Liberty Global on the Czech, Hungarian, and Romanian aspects of the transaction. The CMS team from Prague included Partners Chris Watson, Helen Rodwell, and Lukas Janicek, Senior Associate Frances Gerrard, Associate James Oczko and Junior Associate Pavel Kocian, from Budapest Partners Dora Petranyi and Aniko Kircsi, with Senior Counsel Gabor Gelencser, from Bucharest Parner Horea Popescu, Associate Claudia Nagy, Corporate Lawyer Bogdan Buta and Senior Associate Mircea Moraru, while from London Associate Jacqueline Vallat. 

Linklaters announced that it has advised the Vodafone Group on its USD 11.5 billion bond offering. The dollar-denominated offering consisted of six-tranches and closed on May 30, 2018. The SEC-registered notes have fixed and floating rates with an average life of 14 years and effective average euro rate of 2.0%. They are expected to be listed on the New York Stock Exchange. According to Linklaters, Vodafone intends to use the net proceeds from the transaction to either fund the acquisition of Liberty Global’s operations in Germany, the Czech Republic, Hungary, and Romania or for general corporate purposes.

Bank of America, Barclays, HSBC, and RBC acted as joint bookrunners.

The Linklaters team was led by London-based Partner Mike Bienenfeld, who was assisted by U.S. Associates Alex Parkhouse and Rachel Ashton. 

Sorainen has advised Nordcurrent, a Baltic game development studio, on its acquisition of Blam! Games Studios, a Ukrainian game development and animation studio. The value of the transaction was not disclosed.

Established in 2009, Blam! Games Studios has been collaborating with Nordcurrent since 2014. The companies co-created several video games for PCs and mobile devices.

The Sorainen team was led by Partner Sergej Butov. 

Editor’s Note: After this article was published, Avellum announced that it acted as a Ukrainian legal counsel to Nordcurrent on the acquisition of Blam! Games Studios. The Avellum team was led by Partner Yuriy Nechayev with the support from Associates Andrii Gumenchuk and Sofiia Kostytska.

Kocian Solc Balastik, Linklaters, BLC Law Office, Paksoy, and Tsvetkova Bebov Komarevski have acted as legal counsels to Energo-Pro a.s. in its EUR 250 million Eurobond issue in London, advising on Czech, English, Georgian, Turkish, and Bulgarian law, respectively. The Joint bookrunners and the trustee were advised by Allen & Overy’s London and Prague offices, Tbilisi-based BGI Legal, Boyanov & Co. in Sofia, and Istanbul-based Gedik & Eraksoy.

The Guaranteed Notes mature on May 4, 2024 and carry a 4.5 % annual coupon. The issue price is 100%. The Notes have been admitted to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange plc trading as Euronext Dublin. They are fully guaranteed on a joint and several basis by each of Energo-Pro Georgia Generation JSC, Energo-Pro Georgia JSC, Energo-Pro VARNA EAD and Resadiye Hamzalı Elektrik Uretim San.ve Tic. A.S.

According to Energo-Pro, “the net proceeds will be used for repayment of existing Group indebtedness and general corporate purposes.”

The Trustee Company is Citibank, N.A., London Branch that also served as a principal paying agent. The registrar bank was Citigroup Global Markets Deutschland AG. The joint bookrunners include BNP Paribas, Citigroup Global Markets Limited, and J.P. Morgan Securities plc. 

Energo-Pro operates hydroelectric power stations in the Central and East Europe, and the Black Sea and Caucasus regions. Originally a Czech company, it expanded to Bulgaria, Georgia, and Turkey.

The Boyanov & Co. team consisted of Partners Damian Simeonov and Alexander Chatalbashev, Senior Associate Georgi Drenski, and Associate Ivaylo Angelov.

The Allen & Overy team included Partner Phil Smith and Senior Associates Peter Crossan, Petr Vybiral, Anne Low, and Michael Hossack.

The Tsvetkova, Bebov, Komarevski team consisted of Partner Nikolay Bebov and Managing Associate Damyan Leshev. 

The Paksoy team was led by Partner Sera Somay and included Associates Merve Kurdak Kurtdarcan and Beril Paksoy.

Editor’s Note: After this article was published, Gedik & Eraksoy informed CEE Legal Matters that it has served as a legal consultant to joint book runners and trustees: BNP Paribas, Citigroup Global Markets Limited, J.P. Morgan Securities plc. and Citibank, N.A. on Turkish law. The Gedik & Eraksoy team consisted of Partner Hakki Gedik, Senior Counsel Umut Gurgey, and Associate Dilsah Gurses.