Category: Deals and Cases

TGS Baltic has represented Credit Value Investments and the funds managed by it on their investment in bonds of AB Civinity. AB Civinity was reportedly advised by PwC.

The nominal value and the issue price of the issued bonds is EUR 11 million, while the nominal value and the issue price per bond is EUR 100,000. The bonds will be redeemed after four years.

Credit Value Investments is an independent Polish investment company operating in Central and East European financial markets. The company has implemented over 500 transactions and the value of managed assets exceeds EUR 750 million. This transaction is the company’s first investment in Lithuania.

AB Civinity manages companies administrating and maintaining residential and commercial buildings in Lithuania and Latvia.

TGS Baltic’s team consisted of Lithuanian Partner Vidmantas Drizga, Associate Partner Ieva Dosinaite, and Senior Associate Mantas Gofmanas, along with Latvian Partner Andra Rubene and Senior Associate Inese Rendeniece.

PwC did not reply to our inquiries.

Sorainen, working with DLA Piper, has advised insurance broker company Aon Baltic on its acquisition of Balto Link. The sellers were advised by Glimstedt.  

Aon Baltic is an insurance broker company operating in Estonia, Latvia, and Lithuania. The company belongs to the Aon Group, which operates in 120 countries world-wide and has 50,000 employees.

Balto Link is also an insurance brokerage company in the Baltics, specialized in providing services to corporate clients and in e-commerce with insurance products.

In an Aon Baltic press release, Zilvinas Petrauskas, CEO of Aon Baltic, commented: “After this acquisition we are planning to increase investment in technologies, which will help to service our clients and to attract new talents in the most effective way. Moreover, with e-commerce platforms development we are planning to strengthen sales to private clients in all Baltic States.”

Robertas Saltis, Managing Director Baltics of Balto Link, said: “Joining Aon Baltic and becoming part of a global firm will enable us to provide enhanced solutions to our clients. We believe that strong business synergies between the two firms will bring opportunities and benefits to colleagues and clients alike.”

The acquisition is expected to be completed in six months, after which Aon Baltic will have 300 employees.

The Sorainen team was led by Partner Tomas Kontautas and included Partner Sergej Butov, Counsel Mantas Petkevicius, Senior Associates Dalia Augaite and Deimante Pagiriene, and Associates Artur Drapeko, Indre Peledaite, and Laura Ryzgelyte.

The Glimstedt team included Partner Andrius Ivanauskas, Associate Partner Mindaugas Jablonskis, Senior Associates Michailas Molis, Edvard Gasperskij, and Jurgita Zakarauskiene, and Associates Domantas Gudonis and Jonas Salna. The firm’s team in Latvia was led by Partner Agnese Medne, and in Estonia by Partner Leho Pihkva.

DLA Piper did not respond to our inquiries on the matter.

Editor’s Note: On November 26, 2018, Sorainen announced that the merger had finally been completed on November 2, 2018.  

Harrisons has provided Serbian advice to the EBRD related to its EUR 35 million loan to the Serbia and Montenegro Air Traffic Services LLC.

The Serbia and Montenegro Air Traffic Services Agency is the regional air traffic control service covering Serbia, Montenegro, and about 55% of Bosnia and Herzegovina. The funds will be used to finance part of the required upgrade program for Single European Sky compliance (hardware and software upgrades of SMATSA’s air traffic control system), and ultimately improve air navigation services in the two countries.

According to Harrison’s, “this comprehensive modernization program falls in line with the harmonization process of the European Common Aviation Area, which aims to make air services across Europe more affordable and efficient, for the benefit of passengers and other users of airspace.”

Ines Matijevic-Papulin, Head of Finance at Harrison’s, led the firm’s team, assisted by Senior Associate Jovan Cirkovic and Associate Aleksandar Jovicevic.

Taylor Wessing Bratislava has advised Martinus, s.r.o., the largest online book retailer and the second largest book retailer in Slovakia, on the acquisition of its competitor, the e-shop Gorila.sk, along with the Czech e-shop arara.cz, from Beyond Media, s.r.o. The Nozdrovicky, Suvert & Co. law firm advised the seller on the deal.

Martinus acquired both e-shops in mid-September. Gorila.sk continues to operate under the original brand, while arara.cz has been merged into Martinus’ Czech martinus.cz e-shop.

According to Taylor Wessing, Martinus’s “intention is to create a more effective and clearly laid-out model of online book retail and delivery, enabling a simpler and faster shopping experience for the customers.” The firm reports that, by means of the deal, “Martinus made a big step towards improving the retail and the standards of the book industry in Slovakia and the Czech Republic.”

Michal Mesko, the majority shareholder and managing director of Martinus, commented that “the acquisition of the e-shop Gorila.sk was a natural and interesting investment for us. It broadens our book portfolio and allows us to address a bigger group of readers in Slovakia, as well as abroad.”

The Taylor Wessing team consisted of Partners Juraj Frindrich and Radovan Pala and Associate Andrea Vancelova.

The NSCo team was led by Peter Nozdrovicky.

Editor’s Note: After this article was published Peter Nozdrovicky informed CEE Legal Matters that he had been supported on the deal by Nozdrovicky, Suvert & Co. Partner Peter Suvert and Associate Eva Woloszynova.

CMS has advised Poland’s PFR TFI on an investment in Lithuania’s UAB EMP recycling.

As part of the transaction, Foreign Expansion Fund, Closed-End Investment Fund of Non-Public Assets (FEZ FIZAN), which is managed by PFR TFI, took over 49% of shares in the company from Elemental Holding S.A., a Polish capital group that operates in the recycling industry in a number of countries in Central and Eastern Europe, as well as in Germany, Finland, the United Kingdom, Turkey, and the Middle East.

The Foreign Expansion Fund was established in order to help Polish companies invest in foreign projects. The Fund provides co-financing for foreign subsidiaries belonging to Polish companies. Polish companies may take advantage of financing in the form of capital, mezzanine financing and loans secured by assets of a foreign project, without recourse to the Polish company. The time horizon for the Fund’s investments is tailored to the specific features of a project and usually ranges from five to seven years. 

According to CMS, “the transaction will enable Elemental Holding group to allocate the funds obtained to planned acquisitions and further development. Elemental Holding will continue to manage the Lithuanian company, which constitutes an important element of the creation of a strong recycling group in Central and Eastern Europe and the Baltic States.”

The CMS team included Partner Jakub Marcinkowski, Senior Associate Olga Czyzycka, and Lawyer Michal Sowinski.

Editor’s Note: After this article was published CEE Legal Matters learned that Cobalt assisted CMS on Lithuanian matters related to the Polish Foreign Expansion Fund’s acquisition. The firm’s team was led by Partner Juozas Rimas and included Associate Mantas Juska. In addition, legal advice on the seller side was provided in-house by Maria Janicką, Head of Legal at Elemental.

Cobalt Estonia has advised BaltCap on the sale of 100% of its shares in Magnetic MRO to Guangzhou Hangxin Aviation Technology for EUR 43 million. The buyer was advised by Ellex.

Magnetic MRO is a full-service aircraft maintenance company headquartered in Tallinn. Closing is expected to happen at the end of March, after all regulatory requirements and other closing conditions have been fulfilled.

“During BaltCap’s ownership Magnetic MRO has grown from small regional player to a profitable global company,” stated Kristjan Kalda, the Chairman of the Supervisory Board of Magnetic MRO and Partner of BaltCap. “This is the largest exit transaction in BaltCap’s history and proves our ambition to create highly competitive Baltic companies. I would like to thank the fantastic team in Magnetic, this strategic move is definitely a huge leap for the company.”

In a BaltCap press release the CEO of Magnetic MRO, Risto Maeots, said: “Magnetic MRO management has been actively looking for opportunities to expand into Asia, the highest growth market in aviation. Hangxin’s location and service portfolio is complementary to Magnetic MRO, creating substantial synergies and new business opportunities. For the management Hangxin is a perfect match and we are thrilled to start working with their highly professional and energetic team.”

According to the same press material, Guangzhou Hangxin Aviation Technology is a privately-owned company providing aircraft component maintenance services, based in Guangzhou, Guangdong Province in China. Hangxin services components for over 20 aircraft types, and serves over 50 airlines in Asia, Middle East, Europe, and North America. 

“We are very pleased to welcome Magnetic MRO to the Hangxin team,” said Lv Haibo, Vice President of Hangxin, in BaltCap’s press release. Magnetic MRO and their team have developed a high-quality, reliable, customer-focused MRO business. We fully support the existing strategy and executive management team, and will support Magnetic MRO’s focus on continuing to deliver value to their existing customers as well as expanding global MRO presence.”

Cobalt’s work comprised conducting vendor LDD and advising the client in drafting and negotiating the transaction documents. The firm’s team included Partner Peeter Kutman, Senior Associate Karl Kull, and Associate Madis Reppo.

The Ellex team included Partner Risto Vahimets, Associate Lawyer Karl-Erich Trisberg, and Lawyer Anna Trine Raudsepp from Estonia, with the help of Associate Partner Robertas Ciocys from Lithuania.

Ellex has advised OP Financial Group on its sale of all shares of non-life insurance company Seesam Insurance AS to Vienna Insurance Group. Skrastins & Dzenis in Latvia, Tark in Estonia, and Motieka & Audzevicius in Lithuania advised the Vienna Insurance Group on the acquisition. 

The parties signed the share sale and purchase agreement on December 18 2017, although the transaction remains subject to approval by the local regulatory authorities.

Seesam was founded in 1991 in Estonia and has offices in all three Baltic countries. It has over 200,000 customers and sells its non-life products across all distribution channels. In 2016 the company reported gross written premiums of around EUR 60 million, and currently has 335 employees.

Seesam’s parent undertaking, OP Financial Group, is Finland’s largest financial services group. OP offers banking, asset management, and insurance services to companies and private persons. The OP Group includes 180 member-banks, over 4 million clients, and nearly 12,000 employees, and the total assets of the Group exceed EUR 80 billion.

Vienna Insurance Group, which is almost 200 years old, has about 50 group companies in 25 countries and a staff of about 25,000 employees. Its shares are listed on the Vienna and Prague Stock Exchanges.

The Ellex Raidla team in Estonia was led by Partner Sven Papp, supported by Senior Associates Gerda Liik and Martin Maesalu. The Ellex Klavins team in Latvia was led by Senior Associates Sarmis Spilbergs and Martins Gailis, with the help of Associate Kristiana Matuzevica. The Ellex Valiunas team in Lithuana was led by Partner Dovile Burgiene, supported by Partner Marius Juonys and Senior Associates Lina Zolyne, Ilona Janciauskaite, and Alina Makovska.

The Tark team in Estonia advising the Vienna Insurance Group was led by Partners Hannes Kuun and Tanel Tark and included Partners Allar Aru and Marit Savi and Senior Associate Tanel Kuun.

The Motieka & Audzevicius team in Lithuania included Partner Giedrius Kolesnikovas and Associates Michail Parchimovic, Sigita Adomaityte, Rokas Jankus, and Martynas Bendikas.

TGS Baltic has represented Credit Value Investments and the funds managed by it during an investment procedure in bonds of AB Civinity. The nominal value and the issue price of the issued bonds is EUR 11 million, while the nominal value and the issue price per bond is EUR 100,000. The bonds will be redeemed after four years.

The firm reports that its “help consisted in structuring the bond issue and creating the issuer’s related necessary instruments for ensuring the performance of obligations,” and it reports that “the team has also structured the transaction, instruments ensuring the performance of obligations, prepared related legal documentation and carried out Civinity’s legal due diligence.”

AB Civinity manages companies administrating and maintaining residential and commercial buildings in Lithuania and Latvia.

Credit Value Investments is an independent Polish investment company operating in Central and East European financial markets. The company has implemented over 500 transactions and the value of managed assets exceeds EUR 750 million. This transaction is the company’s first investment in Lithuania.

TGS Baltic’s team consisted of Lithuanian Partner Vidmantas Drizga, Associate Partner Ieva Dosinaite, and Senior Associate Mantas Gofmanas, and Latvian Partner Andra Rubene and Senior Associate Inese Rendeniece. 

Cobalt has advised venture capital firm Karma Ventures on yet another investment, this time in Vilnius-based CGTrader.

Cobalt describes CGTrader, founded in 2011 in Vilnius, as “one of the largest 3D model marketplaces,” and says that “they provide 3D models for professionals in computer graphics, gaming, video production, advertising, VR/AR, and other industries.” According to Cobalt, “in the investment round, they raised EUR 2 million that will be used to accelerate marketplace growth, build infrastructure that will make 3D designers’ workflow more efficient, and establish presence in the United States, which is currently the largest market for 3D models.”

Karma Ventures is an early-stage venture capital firm specializing in late seed and A round investments in European tech startups. Just last week Karma Ventured announced its investment in Sonarworks, a Latvian innovative audio technology startup (as reported by CEE Legal Matters on December 15, 2017), and it has previously invested in AppGyver (as reported by CEE Legal Matters on October 24, 2017), Plumbr (as reported by CEE Legal Matters on April 19, 2017), SpectX (as reported on June 9, 2017), Adaptive Simulations (as reported on May 9, 2017), and Minut, Inc. (as reported on November 27, 2017).

Cobalt’s team was led by Estonian Partner Kristel Raidla-Talur and Associate Greete-Kristiine Kuru. Cobalt Lithuania assisted with due diligence and local legal advice.

Baker McKenzie is advising PKN Orlen in connection with its planned acquisition of shares of Unipetrol a.s., the largest refining and petrochemical group in the Czech Republic. 

PKN Orlen, which already holds a 62.9% equity interest in Unipetrol, has launched a conditional voluntary tender offer for shares in the Czech company. The offer is conditional on PKN Orlen acquiring at least 90% of Unipetrol’s share capital. Ultimately, Baker McKenzie reports, PKN Orlen aims to buy all Unipetrol shares and have the company delisted from the Prague Stock Exchange.

Unipetrol a.s. is the largest refining and petrochemical group in the Czech Republic. It owns refineries in Litvinov and Kralupy, the largest local retail chain Benzina (with 400 service stations), and Spolana, the sole PVC and caprolactam manufacturer on the Czech market.

The Baker McKenzie team is led by Warsaw-based Partners Tomasz Krzyzowski and Krzysztof Haladyj, and includes Prague-based Partners Alexandr Cesar and Libor Basl.