Category: Deals and Cases

TGS Baltic has advised Swedish company Bergs Timber on its acquisition of Vika Wood and Byko-lat (Latvia), EWP AS and Laesti AS (Estonia), and Norvik Shipping (United Kingdom) from Icelandic Norvik hf. 

According to Berg Timber, “the purchase price will be made up of 170 million newly issued shares in Bergs Timber as well as a cash payment of SEK 270 million.”

Bergs Timber, founded in 1919, is a Swedish sawn and processed timber producer and seller which offers spruce and pine wood products and linseed oil treated timber, as well as by-products such as bark, cellulose chips, sawdust, splinters, dry chips, cutter shavings, briquettes, forestry waste, and hardwood chips. The company is active in three business areas: forestry services for forest owners, forest products, and timber preservation. 

Norvik Timber Industries is a privately owned Icelandic forest industry company operating in Latvia, Estonia, Russia, Sweden, and the United Kingdom. Norvik Timber Industries is part of the Norvik Group. 

TGS Baltic describes the deal, which is expected to close in the second quarter of 2018, as “one of the largest M&A deals in Estonia in the first quarter of 2018.”

“We have now, for a couple of months, had the opportunity to get to know and evaluate Norvik’s timber operations. These companies are well managed and profitable with an engaged staff and quality products,” said Peter Nilsson, CEO of Bergs Timber, in a company press release. He added that, “I am convinced that the companies strengthen each other and that the acquisition is good both for our staff and our owners.”

Jon Helgi Gudmundsson, Chairman of the Norvik Board, commented: “Since the sale of Broakulla to Bergs Timber we have been a large shareholder in the company. During this time we have experienced the strength and ambitions of the company and the company‘s executive management. We are confident that this transaction is the right way to further develop our companies, not least due to our and Bergs Timber’s management’s shared view of the importance of decentralized responsibility and the use of current existing brands.”

TGS Baltic’s team included Partners Kadri Kallas and Andra Rubene, Associate Partner Nauris Grigals, Senior Associate Meree Punab, and Associate Kart Raud.

TGS Baltic did not reply to our inquiries about counsel for sellers. 

Sorainen has advised the Marketing Investment Group on its acquisition of more than ten stores in Lithuania and Latvia from retailer Bogvila. The seller was represented by SGKA Legal. 

MIG, a Polish retailer operating in the footwear and clothing market for over 25 years, has developed retail chains such as Sizeer, 50 Style, Symbiosis, and UP8. It currently provides consumers with products from well-known brands in over 300 stores Europe-wide, both through its own retail chains ‒ including e-commerce ‒ and via a wholesale distribution network.

According to Sorainen, “this transaction will help the group further expand its retail chain in Lithuania and Latvia, where Bogvila is involved in sales of clothing and footwear by Adidas, Reebok, Nike, Puma, and other well-known brands.”

Bogvila also operates stores under the SPORT Outlet and R&E SPORT brands. The transaction also involves the transfer of these store brands to MIG.

The Sorainen  team was led by Partner Algirdas Peksys, assisted by Associates Laura Matuizaite, Lukas Vaisvila, Mantas Kuslys, and Zane Akermane.

SGKA Legal did not reply to our inquiries.

CMS and Freshfields have advised global private equity firm Cinven on the acquisition of Partner in Pet Food, a European pet food manufacturer, from Pamplona Capital Management. Kirkland & Ellis has advised Pamplona on the sale. 

Headquartered in Hungary, Partner in Pet Food (PPF) has nine manufacturing operations across Europe, and it supplies pet food to traditional retailers, discounters, speciality pet retailers, and online specialists.

The transaction follows Pamplona’s EUR 315 million acquisition of Partner in Pet Food from Advent International in April 2015, for which CMS advised the seller.

The CMS team was led by London-based Partner James Grimwood and Kyiv-based Partner Graham Conlon, and included Senior Associate Valentina Santambrogio, Associate Jamie Burgess, and Trainee Solicitor Julian Goering.

The Freshfields team consisted of London-based Partners Adrian Maguire, Victoria Sigeti, and Christopher Davis.

Kirkland’s London-based team was led by Corporate Partners David Higgins, Gavin Gordon, and Andrej Wolf.

TGS Baltic has advised the four investors in Apex Holding Limited on shareholders’ and investment agreements related to its indirect management of Romanian companies that will be developing a four-hotel complex in Bucharest.

The value of the investment project is EUR 85 million, and the construction of the hotel units is expected to be completed by 2022. The hotel complex will be managed on a franchise contract basis jointly with the largest international hotel chains, Marriot and Hilton Worldwide.

Apex Holding Limited, a company established in the Republic of Cyprus, is controlled by Agile Finance, Gemini Grupe, Invefina, and Appex Alliance invest.

TGS Baltic Associate Partner Aurimas Pauliukevicius and Partner Vidmantas Drizga advised on the conclusion of investment and shareholders’ agreements. Of Counsel Lauras Butkevicius represented the investors in obtaining concentration clearances in Lithuania, Latvia, and Poland. 

Freshfields Bruckhaus Deringer and Boyanov & Co. have advised Bulgarian telecommunications company Vivacom on the refinancing of its EUR 400 million worth of senior secured notes from a syndicate of more than a dozen financial institutions. The banks were represented by Allen & Overy. 

According to a Vivacom press release, “the financial terms of the new financing are significantly more favorable to the company than those of the Senior Secured Notes, which would allow Vivacom to focus on its development program with further investments in network infrastructure and the quality of its services.” The company also noted that Moody’s Investors Service has recently upgraded the long-term credit rating of Vivacom to from B1 to Ba3. According to Vivacom, “the higher rating reflects the company”s solid performance and its position as a leading telecom operator in Bulgaria with high market shares in fixed-line business, a strong track record of growing mobile market share and revenues, as well as the expectations for further growth and development.”

Freshfields’ Vienna-based English law finance team was led by Principal Associate Blair Day, and Boyanov & Co.’s finance team was led by Partner Damian Simeonov.

Allen & Overy’s team included Partner Nicholas Clark, Senior Associate Sunny Wong, and Associate Lila Sujanani.  

Editor’s Note: After this article was finished, Tsvetkova Bebov Komarevsky informed CEE Legal Matters that it had served as Bulgarian counsel for the U.S. Bank Trustees, the outgoing trustee, and security agent for the repaid noteholders. The firm’s team was led by Partner Nikolay Bebov and Senior Associate Viktoria Tzonkova. According to Nikolay Bebov, “back in 2013 our firm acted as local legal counsel for the banks that placed the EUR 400 million bonds, the first high-yield bonds from Bulgaria. At the time we acted, in addition to the underwriting banks, also for U.S. Bank Trustees, as now.”

Wolf Theiss and Herbert Smith Freehills have advised French media and publishing group Lagardere on the EUR 73 million sale of its central European radio businesses to Czech Media Invest. Clifford Chance advised Czech Media Invest on the acquisition. 

According to Wolf Theiss, “the transaction was the first in a series of disposals that are part of the company’s strategic redeployment announced in March.” The sold assets were in Poland, the Czech Republic, Slovakia, and Romania.

Lagardere shares are listed on Euronext Paris.

Czech Media Invest, which is co-owned and managed by Daniel Kretinsky, has four daily titles, numerous magazines, online domains, and two printing plants, as well as a book publishing and press distribution.

The Wolf Theiss team was led by Partner Jacek Michalski and included Associates Joanna Wajdzik and Anna Nowodworska in Warsaw, Partner Jan Myska and Associate Martin Kolacek in Prague, Partner Ileana Glodeanu, Senior Associate Mircea Ciocirlea, Associates Luciana Tache, and Costin Salaru in Bucharest, and Counsel Katarina Bielikova and Associate Vladimira Rostarova in Bratislava.

The Clifford Chance team was led by Prague Managing Partner Alex Cook, assisted by Senior Associate Stanislav Holec. The team included Partner Laurent Schoenstein and Xavier Petet in Paris, Counsel Krzysztof Hajdamowicz and Trainee Zuzanna Potoczna and Aleksandra Wlaszczuk in Warsaw, and Counsel Mihai Macelaru, Associate Radu Costin, and Trainee Claudia Grosu in Bucharest.

Editor’s Note: Clifford Chance announced that its Bucharest team was coordinated by Counsel Mihai Macelaru and Senior Associates Radu Costin and Ecaterina Burlacu. The team also included Partner Nadia Badea, Senior Associate Lavinia Nucu, Lawyer Bogdan Micu, and Trainee Mihnea Niculescu. 

CMS has advised ING in connection with a USD 30 million loan to the Astarta Group, a sugar and agricultural production and an industrial milk producer company in Ukraine, for its export operations. 

ING provided two loans to Astarta: a USD 25 million pre-export revolving loan, and a USD 5 million multi-currency uncommitted guarantee/letter of credit issuances revolving credit facility, both extended for a three year term.

The CMS team included Warsaw-based Partner Mark Segall and Sofia-based Partner Elitsa Ivanova, Kyiv-based Senior Associate Kateryna Chechulina and Khrystyna Korpan, and Sofia-based Senior Associate Plamena Kostadinova, with support from CMS lawyers Amsterdam and Zurich.

CMS did not reply to an inquiry about counsel for Astarta.

Sayenko Kharenko has acted as Ukrainian legal counsel to Anheuser-Busch InBev S.A./N.V., and SUN InBev Ukraine in relation to the combination of the Russian and Ukrainian businesses and assets of AB InBev and Anadolu Efes Biracilik ve Malt Sanayii AS and the creation of a joint venture. Cleary Gottlieb Steen & Hamilton acted as AB InBev’s Global Counsel, while Efes was represented by Norton Rose Fulbright.

As a result of the combination of the Russian and Ukrainian businesses, the joint venture company AB InBev Efes BV will operate 14 brewing factories and two malting plants through its subsidiaries. The approximate value of the combined businesses and assets is EUR 1.69 billion.  

According to Sayenko Kharenko, “the deal appears to be the biggest joint venture in the beer industry and one of the most significant Ukrainian M&A transactions over the last few years.”

AB InBev is a transnational beverage and brewing corporation. Its brand portfolio includes, among others, Budweiser, Corona, Stella Artois, Leffe, Hoegarden, Franziskaner Weissbier and Lowenbrau. Ukrainian brands include Chernihivske, Rohan, Taller, and Yantar.

Efes is an international brewing company. Its brand portfolio comprises such trademarks as Velcopopovicky Kozel, Miller, Beck’s, and Efes.

The Sayenko Kharenko team was supervised by Partners Vladimir Sayenko and Oleksandr Nikolaichyk and included Counsels Dmytro Korbut, Oleg Klymchuk, and Maksym Nazarenko, Senior Associate Julia Kuyda, and Associates Ilhar Hakhramanov, Mykola Lykhoglyad, and Igor Pomaz.

Cleary Gottlieb Steen & Hamilton and Norton Rose Fulbright did not reply to an inquiry about the deal. 

Editor’s Note: After this article was published, Asters announced that it worked alongside Norton Rose Fulbright in advising Anadolu Efes and Efes Ukraine PrJSC. The firm’s team was led by Partner Vadym Samoilenko, with Counsel Oles Kyvat advising on corporate, commercial and regulatory law, Partner Julia Semeniy advisng on intellectual property law, Partner Roman Kostenko advising on real estate matters, and Partner Igor Svechkar and Counsel Sergiy Glushcenko advising on antitrust matters.

The Czech JSK law firm, the Slovak Majernik & Mihalikova law firm, and Austria’s Graf Patsch Taucher have advised ARBES Technologies, a member of the Expandia Group, on its cross-border acquisition of the Slovak software company FINAMIS. The sellers were advised by the Misik law firm.

Founded in 1991, ARBES Technologies is a Czech B2B supplier of information systems for banking, leasing, capital markets, and consumer finance.

Based in Bratislava, FINAMIS deals with the programming and development of financial software, offering services to financial institutions from Slovakia, the Czech Republic, and Austria.

The JSK team was led by Partner Tomas Dolezil and included Senior Associate Michal Jendzelovsky and Junior Associate Michaela Krajickova.

The Majernik & Mihalikova team consisted of Partner Andrej Majernik and Senior Attorney Ivan Kormanik.

The Graf Patsch Taucher Vienna office included Partner Wolfgang Graf and Associate Teresa Bernhard.

The Misik law firm was led by Olga Karaskova.