Category: Deals and Cases

Schoenherr has advised Alpiq Group, a Swiss energy services provider and electricity producer, on the CHF 850 million sale of its industrial business to French building company Bouygues Construction.

Schoenherr assisted Alpiq in Austria, the Czech Republic, and Romania. The transaction is subject to customary conditions including the approval by the relevant antitrust authorities in the EU and Switzerland. Closing is expected in the second half of 2018.

Lausanne-based Alpiq is listed on the Swiss SIX exchange and employs around 8,500 staff. Bouygues Construction is a France-based global construction company which designs, builds, and operates projects in the sectors of building, infrastructure, and industry. According to Schoenherr, “owing to the transaction, Bouygues Construction stands to become a benchmark player in energy and services in Europe.”

The Schoenherr team advising Alpiq was led by Partner Florian Kusznier, who was supported by Austrian Attorney Julia Wasserburger, Counsel Johannes Stalzer, and Associates Teresa Waidmann and Christopher Junger, by Czech Partner Vladimir Cizek, Attorneys Jitka Kadlcikova, Helena Hangler, and Christoph Durr, and by Romanias Partner Madalina Neagu and Attorneys George Ivan, Alexandra Munteanu, and Adriana Stanculescu. 

The Alpiq international legal team was led by Switzerland’s Homburger firm, with Gleiss Lutz providing advice on aspects of German law.

Bird & Bird’s Warsaw office has advised a joint venture of two private Lithuanian energy groups, E-Energija and Sun Investment Group, on the acquisition of a 42 MWp portfolio of solar projects with a contract for difference secured under Poland’s current support system for renewable energy (in the form of renewable auctions). The seller, Polish solar developer R.Power Renewables, was represented by White & Case.

A “contract for difference” is a contract in which the seller stipulates that it will pay the buyer the difference between the current value of an asset and its value at contract time (if the difference is negative, then the buyer pays instead to the seller).”

Bird & Bird advised the purchaser on the due diligence of the portfolio and drafted and negotiated the entire transaction documentation with the seller. The process lasted from November 2017 until March 2018, when it successfully closed. The firm’s lawyers included Counsels Andrzej Nentwig and Katarzyna Piechocka, Senior Associate Bartlomiej Sikora, former Senior Associate Andrzej Walkiewicz, Associates Lukasz Petelski, Edyta Deszczka, and Cyprian Szeretucha, and Junior Associate Adam Lukaszewski.

White & Case’s team included Partners Marcin Studniarek and Marek Sawicki.

Tuca Zbarcea & Asociatii and Turcan Cazac have advised Eurotransgaz SRL, a company established by Transgaz in Chisinau, on the full acquisition of S.E. Vestmoldtransgaz, a company that manages the Moldovan side of the Iasi-Ungheni gas transmission pipeline, from the Public Property Agency of the Republic of Moldova.

According to Transgaz, “the event marks the end of a stage in the privatization process of S.E. Vestmoldtransgaz through an investment contest and outlines one of the most significant transactions recently made by the Government of the Republic of Moldova, for a purchase price of 180,200,000 Moldovan leu and an investment plan of up to EUR 93 million over the next two years.”

S.E. Vestmoldtransgaz’s privatization contract was signed on March 28, 2018 in Chisinau in the presence of Romanian Economy Minister Danut Andrusca and his counterpart in Moldova, Chiril Gaburici.

The Tuca Zbarcea & Asociatii team in Romania consisted of Partner Sorin Vladescu and Senior Associate Nisa Jecu.

The Turcan Cazac team in Moldova was led by Partner Octavian Cazac and included Associates Vadim Taigorba and Ana Galus.

Sorainen and Brandl & Talos have advised investment company Novalpina on the public offer by its Odyssey Europe AS subsidiary to acquire all the shares in the listed Estonian gaming group Olympic Entertainment Group, following which — assuming shareholder approval — Odyssey will delist OEG from the Nasdaq Tallinn Stock Exchange, then merge the two companies.

The two founders and major shareholders of OEG, Armin Karu and Jaan Korpusov, committed to tender their shares, which represent 64% of total OEG shares outstanding, in the voluntary takeover offer. The offer will be for EUR 1.90 in cash per share. The cash offer is expected to be published on April 4, 2018 and values OEG at some EUR 288 million.

OEG, along with its subsidiaries, is a provider of gaming services in the Baltic States and also operates casinos in Slovakia, Italy, and Malta. As of September 2017, the group had a total of 117 casinos and 28 betting points.

Novalpina Capital is a European private equity firm that focuses on making control equity investments in middle market companies operating throughout Europe. The firm was established in 2017 by three former senior executives of the European operations of leading global private equity investment firms.

The Sorainen team consisted of Partner Pekka Puolakka and Senior Associate Cathriin Torop from Estonia, Senior Associate Valts Nerets from Latvia, Senior Associate Jurgita Nikita, and Associates Sidas Sokolovas and Urte Armonaite from Lithuania.

Editor’s Note: After this article was published, Weil, Gotshal & Manges announced that it also advised financial investor Novalpina Capital in its voluntary takeover offer for Tallinn-based listed Olympic Entertainment Group AS. Ellex Raidla announced it advised Hansa Assets OU and Hendaya Invest OU on the sale of Olympic Entertainment Group AS to Odyssey Europe. And Cobalt announced it advised Morgan Stanley financing the acquisition by Odyssey Europe.

The Weil team was led by Partner Gerhard Schmidt and included Partners Stephan Grauke, Barbara Jagersberger, and Tobias Geerling, Counsel Heiner Drueke, and Associates Manuel-Peter Fringer, Ansgar Wimber, Alexander Pfefferler, Daniel Zhu, Julian Schwanebeck, and Benjamin Rapp. The Weil team also included Frankfurt Partner Wolfram Distler, and London Partner Patrick Bright, supported by Associates Dorian Legel, Julia Schum, Nick Krendel, Antony Serban, Alastair McVeigh, Bhavesh Madia, and Feng Cai.

The Ellex Raidla team consisted of Partners Gerli Kilusk, Ermo Kosk, and Associate Kerstin Jurgenson.

The Cobalt team consisted of Partners Marina Kotkas and Kristel Raidla-Talur, Senior associate Kristjan Kotkas, and Associate Greete-Kristiine Kuru from the Estonian office, as well as Counsel Edgars Lodzins from the Latvian office, and Partner Akvile Bosaite from the Lithuanian office.

Allen & Overy’s Bucharest, Prague, Warsaw, Amsterdam, and Luxembourg offices have advised the EBRD and ING Bank Romania on a EUR 96 million financing for CTPark Bucharest — a logistics park located on the A1 Bucharest-Pitesti motorway, owned by CTP Group.

The EBRD will provide EUR 43.8 million while ING will contribute EUR 52.2 million to this loan.

The 52-hectare park is operated by the Romanian unit of the CTP real estate developer, which owns a portfolio of premium business parks in Central Europe.

Allen & Overy reports that the loans will support the operation of several resource-efficient warehouses hosting such tenants as telecommunications operator Orange, information management firm Iron Mountain, and global logistics company XPO Logistics.

The RTPR Allen & Overy team in Bucharest consisted of Partner Alexandru Retevoescu, Counsel Cosmin Tilea, and Associates Alexandru Coras and Andrei Lupu.

Allen & Overy’s Prague team was headed by Senior Associate Petra Mysakova, assisted by Junior Lawyer Michal Zabadal.

The Warsaw team was led by Partner Dan Cocker and included Senior Associates Maciej Dymnicki and Miklos Kadar.

The Luxembourg team included Partner Henri Wagner, Counsel Francois Guillaume de Liedekerke, and Associate Ruslana Hrischeva.

The Amsterdam team was supervised by Partner Niels de Ru, assisted by Senior Associate Karin Hoenson-van den Berg and Associate Gijs Kerstjens.

Djingov, Gouginski, Kyutchukov & Velichkov has succeeded in having a foreign arbitral award delivered by a panel on behalf of Sandvik Bulgaria in proceedings under the auspices of the Vienna International Arbitral Center recognized and enforced in Bulgaria. 

Sandvik Bulgaria is part of Sandvik Mining and Construction Materials Handling GmbH & Co KG, an Austrian distributor of equipment for excavation and transport of minerals and other bulk materials. The award was obtained in arbitration against Bulgarian state-owned company Montagi EAD arising from a contract for erection of coal and lime stone storage and handling systems at Bulgaria’s Maritza East 1 power station.

The arbitration panel rendered its award in Sandvik’s favour, but the company did not receive any payments from Montagi and thus took steps to enforce the award in Bulgaria. In its decision of April 11, 2017, the Sofia Appellate Court confirmed the first instance court decision, which recognized the Vienna International Arbitral Center’s Arbitral Award and called for its enforcement in Bulgaria. The court rejected Montagi’s arguments involving an alleged invalidity of the arbitration agreement and purported breach of public policy as justifying rejecting the award under the New York convention.

On March 6, 2018 the Supreme Court of Cassation rejected the cassation appeal of Montagi and refused to consider the case on the merits.

The DKGV team consisted of Partner Angel Ganev and Senior Associate Vlada Tsenova.

Wolf Theiss has advised Polish state-owned company Towarzystwo Finansowe Silesia sp. z o.o. on the acquisition of a majority stake in Fabryka Kotlow Sefako S.A., a Polish manufacturer of boilers for the power industry, from the state fund MARS Fundusz Inwestycyjny Zamkniety.

TF Silesia invests in Polish industrial companies in the steel, power, and manufacturing sectors. Fabryka Kotlow Sefako is based in Sedziszow, in Southern Poland.

The transaction closed on March 15, 2018 after obtaining competition clearance from the Polish antimonopoly office.  

The Wolf Theiss team included Counsel Dariusz Harbaty and Associates Joanna Wajdzik, Anna Nowodworska, and Monika Gaczkowska.

Latham & Watkins and Schoenherr have advised Telenor on its agreement to sell its assets in Central and Eastern Europe to the PPF Group for EUR 2.8 billion on an enterprise value basis. White and Case (as lead counsel) and Karanovic & Nikolic advised PPF Group on the deal. Allen & Overy, BDK Advokati, and Boyanov & Co. advised Societe Generale, as agent, and a syndicate of banks on a EUR 3.05 billion credit facility provided to PPF Group for the acquisition, which is expected to close in Q3 2018 and is subject to the relevant merger control and regulatory approvals. 

Telenor sells its business in Eastern Europe, including Hungary, Bulgaria, Serbia, and Montenegro, where it services more than nine million customers and generates nine percent of the group’s total revenue and eight percent of group’s total profit. The deal also includes technology service provider Telenor Common Operation. The exit from Eastern Europe follows Telenor’s commitment to focus on Scandinavian and the fast-growing Asian markets where the company is already present in Bangladesh, Myanmar, Pakistan, Thailand and Malaysia.

According to White & Case, this is the largest M&A transaction ever in the CEE telecom sector, and the largest loan syndication in the region since 2011. 

The PPF Group — one of the largest investment funds in CEE — previously acquired O2’s mobile business in Slovakia and the Czech telecoms infrastructure business Cetin.

Latham & Watkins’s team was led by London Partner Robbie McLaren with Associates Katie Peek, Jennifer Cadet, and Laura Connolly. 

Schoenherr’s team was led by Belgrade Partner Luka Lopicic, working with Belgrade Attorney at Law Bojan Rajic, Sofia Partner Alexandra Doytchinova and Associate Stela Pavlova, and Budapest Partner Zita Albert and Attorney at Law Marton Gervai. 

The White & Case team advising on the transaction was led by London Partners Ken Barry and Ian Bagshaw and Prague Partner Jan Andrusko, and included London Partners Lindsey Canning, Colin Harley, and Michael Wistow, Prague Partner Jonathan Weinberg, Prague Local Partners Jan Stejskal and Tomas Jine, London Associates Joe Bradley, Chris Ewing, and Paul Harrington, and Prague Associates Jan Jakoubek, Veronika Merjava and Radek Kraus.

The Karanovic & Nikolic team was led by Partners Rastko Petakovic and Milos Jakovljevic.

The BDK Advokati team included Managing Partner Tijana Kojovic, Senior Associates Dragoljub Sretenovic and Tomislav Popovic, and Consultant Pablo Perez Laya. Partner Luka Popovic provided Montenegrin law advice.

The Boyanov & Co. team consisted of Partners Damian Simeonov and Yordan Naydenov and Senior Associate Ralitsa Nedkova.

Editor’s Note: After this article was published Djingov, Gouginski, Kyutchukov & Velichkov announced that it also advised PPF on the deal. According to the firm, “our work included the legal due diligence exercise and drafting of the transaction and the [relevant] financing documentation. DGKV was also assigned to assist the client in obtaining the subsequent necessary regulatory approvals and/or permits regarding the acquisition.” The firm’s team was led by Partner Violetta Kunze and included Partners Zdravka Ugrinova, Nikolai Gouginski, and Georgi Tzvetkov, Senior Associates Valentin Bojilov, Milka Ivanova, Lilia Kisseva, Silviya Apostolova, Kaloyan Krumov, and Vladislav Antonov, and Associates Lora Aleksandrova, Alexander Shpatov, Dimo Staykov, Kamen Gogov, Tsvetelina Bayraktarova, Galin Atanasoff, and Viktoriya Marincheva.

In addition, Hungary’s Szecskay law firm announced that it had worked alongside White & Case in advising PPF on the deal. The firm reports that it “performed legal due diligence of the 3 Hungarian subsidiaries: Telenor Hungary Zrt., Telenor Real Estate Zrt. and Telenor Common Operations Zrt. [and] assisted with complex regulatory and transactional advice,” as well as working on the financing of the transaction. The firm’s team was led by Senior Partner Orsolya Gorgenyi, with Partner Katalin Szecskay leading on the financing. Team members included Partners Patrick Tausz, Sandor Nemeth, Gusztav Bacher, Katalin Grosz, Aniko Keller, Zoltan Kovacs, Hedi Bozsonyik, and Robert Dezso, Of Counsel Sam Baldwin, Associates Judit Szoradi, Bence Molnar, Adrienn Tar, Gabor Faludi Jr., and Gyorgy Wellmann, and Junior Associate Evelin Szoke.

Dentons has advised Statoil Group on the acquisition of 50% of shares in two offshore projects from Polenergia. Polenergia was advised by Clifford Chance.

The two offshore wind farm projects – Baltyk Srodkowy II and Baltyk Srodkowy III – have total planned capacity of 1200 MW. According to Dentons, the two projects, which are located in the Baltic Sea, at distances of 27 kilometers and 40 kilometers respectively from the port of Leba, “constitute the largest and most advanced offshore wind energy projects in Poland.”

Following the expected clearance by the Office for Competition and Consumer Protection, Statoil and Polenergia will set up a joint venture to expand the projects. Statoil will be the manager for the development and potential construction and operational phases. Statoil will also enjoy a call option for 50 percent of shares in Polenergia Baltyk I.

The Dentons team consisted of Partners Pawel Grabowski, Arkadiusz Krasnodebski, Agnieszka Stefanowicz-Baranska, Counsels Arkadiusz Wierzbicki, Ryszard Manteuffel, Michal Motylewski, Zbigniew Stasiak, Wojciech Boguslawski, Senior Associates Jan Dubinski, Patrycja Talarek, and Maciej Marek, and Associates Agata Sokolowska, Robert Semczuk, Kamil Bulakowski, and Dawid Krakowiak.

Clifford Chance did not reply to an inquiry about the deal. 

TGS Baltic has advised joint bookrunners Dom Maklerski PKO Banku Polskiego, Swedbank, and Trigon Dom Maklerski on the initial public offering of Baltic tour operator AB Novaturas in Lithuania and Estonia. 

According to TGS Baltic, Novaturas, which was established in 1999, is the largest tour operator in the Baltic States. In 2017, the Novaturas group reported revenue of EUR 141 million, EBITDA of EUR 10.6 million, and a net profit pf almost EUR 8.2 million.

According to TGS Baltic, “after the implementation of the public offering, over EUR 22 million has been received, this being considered one of the biggest IPOs in the Baltics. Besides, during this process, for the first time in the Baltic States, the strategic investor, Enterprise Investors, partly recouped its investments by implementing the IPO.”

The TGS Baltic team advising the joint bookrunners on Lithuanian and Estonian law included Lithuanian Partners Vidmantas Drizga and Agnius Pilipavicius and Senior Associates Mantas Gofmanas and Irma Juskauskaite, as well as Estonian Partner Marko Kairjak and Associate Elina Varendi.