Category: Deals and Cases

Zivkovic Samardzic has advised Radenska, the Slovenian member of the Kofola CeskoSlovensko Group, on the winding up of its subsidiary in Belgrade.

According to Zivkovic Samardzic, “Kofola CeskoSlovensko Group, besides the traditional markets of the Czech Republic and Slovakia where it is a leader, is also present in Poland, Slovenia, and Croatia. The Group operates seven manufacturing plants and employs 2,100 people. Radenska, one of the biggest mineral water producers in the Adriatic region where its name was once, and in many places still is, synonymous for mineral water, became a part of Kofola CeskoSlovensko Group family in 2015.

The Zivkovic Samardzic team advising Radenska was led by Corporate and M&A Senior Associate Igor Zivkovski.

Cobalt has advised DNB on the merger of its existing banking, leasing, and pensions businesses in Estonia, Latvia and Lithuania with those of Nordea to create Luminor, which the firm describes as “the largest ever transaction in the Baltic banking market.”

Luminor started operations on October 1, 2017 after receiving approval from the European Commission, the European Central Bank, and Estonian, Latvian and Lithuanian Financial Supervision Authorities. According to Cobalt, the firm “advised on all legal aspects of the deal and was assigned a leading role in applying for merger clearance from the European Commission, obtaining a new banking license from the European Central Bank and carrying out the closing of the transaction across the Baltics.”

Cobalt’s pan-Baltic financial regulatory work stream and closing team was led by Estonian Partner Kristel Raidla-Talur, with Senior Associate Heleri Tammiste responsible for closing preparations and project management across jurisdictions and Partner Elo Tamm overseeing pan-Baltic merger control matters. Also involved, in Estonia, were Cobalt Partners Peeter Kutman and Karina Paatsi, Associates Mart Blondal, Mattias Tammeaid, Madis Reppo, Greete-Kristiine Kuru, and Liina Saaremets, Specialist Counsel Ott Aava, Senior Associates Karl Kull and Heili Haabu, and Junior Associate Marit Martens. The Latvian team consisted of Partners Dace Silava-Tomsone and Toms Sulmanis, Specialist Counsel Andrejs Lielkalns, Senior Associates Elina Locmele and Sandija Novicka, Associates Diana Zepa, Viktorija Alksne, Alise Artamonova, Janis Rusis, and Krisjanis Buss. The firm’s Lithuanian team consisted of Partner Irmantas Norkus, Managing Associates Eva Suduiko and Rasa Zasciurinskaite, Associates Aurelija Balciune, Justinas Sileika, Laurynas Juozapaitis and Jovita Valatkaite.

As previously reported, Sorainen advised Nordea on the deal.

Editor’s Note: On January 3, 2019, Cobalt announced that “on 2 January 2019 Luminor completed its pan-Baltic merger and will continue its operations in all Baltic countries via Luminor Bank AS registered in Estonia and its branches in Latvia and Lithuania.”

According to the firm, “the cross-border merger agreement was signed on 29 March 2018, and Luminor received the final merger approval from the European Central Bank on 28 June 2018 as reported by CEE Legal Matters on July 12, 2018. The cross-border merger, initiated on 1 October 2017, is the final stage of activities that combine DNB´s and Nordea´s Baltic operations.”

Sorainen has advised Nordea on the October 1, 2017 combination of its Baltic operations with those of DNB to create Luminor. The firm describes the deal as “the largest transaction of combination of operations in the history of the Baltic financial markets.”

Nordea, the largest financial services group in northern Europe, and DNB, Norway’s largest financial services group, completed the combination of their banking, leasing, and pensions businesses in Estonia, Latvia, and Lithuania to create a new banking group — Luminor — which Sorainen describes as having “a leading local market position and strong Nordic roots.”

Sorainen advises Nordea on Estonian, Latvian, and Lithuanian law throughout the transaction, starting from planning and transaction structuring and lasting through to signing, regulatory approvals, and closing. Approval was obtained from the European Central Bank for the changed shareholder structure of the merged banks in the Baltics, as well as from the European Commission under merger control rules and the Baltic financial supervision authorities on regulatory aspects of the transaction. 

The pan-Baltic Sorainen team was led by Partner Rudolfs Engelis and Senior Associates Daiva Liubomirskiene, Jane Eespold, Santa Rubina, and Jurgita Nikita. Other Sorainen lawyers working on the deal included, from Lithuania, Partner Tomas Kontautas, Counsel Augustas Klezys, Mantas Petkevicius, and Stasys Drazdauskas, Senior Associate Evaldas Dudonis, Associates Lina Ragainyte, Inga Macijauskaite, Laura Ryzgelyte, and Urte Armonaite; from Latvia, Senior Associates Inese Heinacka, Zane Paeglite, Janis Bite, Andris Taurins, Aija Lasmane, and Andis Burkevics, Associates Edvins Draba, Agneta Rumpa, Natalija Sestakova, Marika Grunte, Martins Rudzitis, and Alina Kalvisa; and from Estonia, Partners Reimo Hammerberg and Kaupo Lepasepp, Senior Associates Piibe Lehtsaar, Piret Lappert, Juulika Aavik, Kaido Kunnapas and Katlin Hein, Associates Kadi Sink, Anneli Krunks, Cathriin Torop, Olivia Kranich, and Hanna Pahk, and Legal Assistant Oliver Amarik, among others.

Editor’s Note: After this article was published, CEE Legal Matters learned that Cobalt had advised DNB on the deal.

On January 3, 2019, Cobalt announced that “on 2 January 2019 Luminor completed its pan-Baltic merger and will continue its operations in all Baltic countries via Luminor Bank AS registered in Estonia and its branches in Latvia and Lithuania.”

According to the firm, “the cross-border merger agreement was signed on 29 March 2018, and Luminor received the final merger approval from the European Central Bank on 28 June 2018 as reported by CEE Legal Matters on July 12, 2018. The cross-border merger, initiated on 1 October 2017, is the final stage of activities that combine DNB´s and Nordea´s Baltic operations.”

Image source: news.err.ee

K&L Gates has advised OT Logistics S.A. on the acquisition of 11.75% of shares in Luka Rijeka d.d., as well as on the conclusion of a joint policy agreement with Allianz ZB and Erste funds. Krajinovic and Partners advised OT Logistics on Croatian law.

The block of Luka Rijeka shares was purchased by OT Logistics from the Republic of Croatia on September 7, 2017 through a block trade transaction on the Zagreb Stock Exchange, subsequent to the acceptance of OT Logistics S.A.’s offer submitted in a tender organized by the Croatian government.

In addition, on September 15, 2017, OT Logistics S.A. and Allianz ZB and Erste concluded a joint policy agreement related to Luka Rijeka d.d. As reported previously, OT Logistics’ acquisition of shares in Luka Rijeka was financed by Bank Gospodarstwa Krajowego, with Wolf Theiss advising the bank and Wiewiorski Legal advising OT Logistics.

The K&L Gates team advising on Polish law was led by Administrative Partner Maciej Jamka and Counsel Jakub Pitera.

Zoran Krajinovic led the Krajinovic and Partners team.

CMS has advised Slovakia-based Arca Capital Group on its acquisition of a 61.37% interest in Wiener Privatbank SE from majority shareholders Gunter Kerbler and Johann Kowar, who were reportedly advised by DSC Doralt Seist Csoklich Rechtsanwalte.

The sales contract is subject to several conditions precedent, such as approval or non-prohibition of the transaction by the competent competition authorities and the approval or non-prohibition by the Austrian Financial Market Authority. Closing is expected in June 2018.

CMS’s team included Managing Partner Peter Huber, Partner Dieter Zandler, and Attorneys-at-Law Oliver Werner, Lisa Oberlechner, and Lena Winkler, and associate Ulrich Weinstich.

The DSC Doralt Seist Csoklich Rechtsanwalte team was led by Partners Christoph Diregger and Ulrich Edelmann.

Sorainen has advised Nasdaq on the merger of the central securities depositories of Latvia, Lithuania, and Estonia into the Latvian entity Nasdaq CSD SE and its obtaining of a license to operate under the new EU regime introduced by Central Securities Depositories Regulation No. 909/2014. This allows Nasdaq CSD SE to continue to operate as the central securities depository in each of the Baltic States under a new, more robust legal framework. 

Sorainen reports that its Latvian, Lithuanian, and Estonian offices “advised Nasdaq throughout this complex and ground-breaking project through all its main steps – analyzing and selecting the optimal jurisdiction for the new merged depository (2014-2015), the new operational model of the depositary to achieve maximum efficiency under the new EU legal framework whilst maintaining a safe and customer-oriented set-up (2015-2016), applying for and obtaining a license under the CSDR, and effecting the corporate merger of the three central securities depositary businesses while adopting the Societas Europea legal form (2016-2017). In the course of the cross-border merger,  Eesti Vaartpaberikeskus transferred its pension register business to the newly established Pensionikeskus as required by the Estonian Financial Supervision Authority (2017). Finally, Sorainen also advised Nasdaq on changes to the legal framework in Latvia, Lithuania and Estonia in order to support the operation of the new merged depository (2016-2017).”

The Sorainen team was led by Latvian Partner Rudolfs Engelis, who commented, “helping bring this project to a successful result over the last three years has been a real test of our team’s ability to handle difficult and innovative legal issues, while working seamlessly across borders to deliver the right support and advice to our client Nasdaq. We are delighted that this has resulted in creating a joint fully capable central securities depositary in the Baltic States which will be instrumental in helping our securities markets achieve even higher targets in the future.”

The Latvian office, led by Engelis, led on regulatory and licensing matters and — led by Partner Algirdas Peksys — on corporate merger matters. The cross-border team included Senior Associates Zane Paeglite and Andis Burkevics and Associate Martins Rudzitis in Latvia, Partner Reimo Hammerberg and Senior Associates Jane Eespold, Juulika Aavik, and Katlin Hein in Estonia, and Country Managing Partner Tomas Kontautas, Counsel Augustas Klezys, Senior Associate Evaldas Dudonis, and Associates Laura Matukaityte and Aurelija Daubaraite in Lithuania.

CMS has advised Axel Johnson International, a privately owned Swedish industrial group that is part of Axel Johnson, a prominent Nordic trading group, on its acquisition of a majority stake in the IOW Group, which has a presence in Poland, Bulgaria, the Czech Republic, and the Baltic countries. The sellers were reportedly advised by DLA Piper.

According to CMS, “the IOW Group is a leading distributor and service provider of mobile drivetrain systems, hydraulics, cooling systems and filter technologies in CEE.”

With the acquisition, Axel Johnson International, an industrial group of more than 90 companies in 25 countries with combined annual sales of EUR 750 million, strengthens its European market position as distributor and service provider of mobile drivetrain solutions.  The current owners of the IOW Group will remain as minority shareholders and will continue to lead the businesses going forward.

“The CEE region still presents many interesting opportunities for transactions, which can attract strategic investors as well as private equity funds,” said CMS Partner Eva Talmacsi, who led the firm’s team on the transaction. “Economic growth in the region seems to have remained solid despite political changes in some Central Eastern European markets.”

Talmacsi was supported by a pan-European team at CMS including Corporate Partners Marek Sawicki (Warsaw) and Atanas Bangachev (Sofia) along with lawyers Izabela Gebal (Warsaw), Valentina Santambrogio (London), Iveta Manolova, Veliko Savov (Sofia), Zuzanna Jurga, Grzegorz Paczek, Mateusz Baszczyk (Warsaw), and Pavel Kocian (Prague). The competition work-stream was coordinated by Warsaw Partner Malgorzata Urbanska, supported by a Polish team including Agnieszka Starzynska and Krzysztof Sikora. Employment law matters were covered by German Counsel Patricia Jares and Partner Bjorn Otto and Poland Partner Maciej Andrzejewski, and real estate aspects were handled by Piotr Przybylski and Marcin Pasik from Warsaw. The project team was also supported by Denitsa Dudevska (Sofia), Martin Wodraschke (Budapest) and Nevena Radlova (Sofia).

A legal position developed by Ellex Valiunas and White & Case on behalf of the Republic of Lithuania, represented by the Lithuanian Ministry of Justice, in a dispute with Vladimir Antonov, the former owner of Snoras bank, has been accepted by Russian courts.

Antonov sought damages of over RUB 40 billion as compensation for Lithuania’s alleged expropriation of Snoras’ shares and alleged damage caused to Antonov’s business reputation caused by statements made by the Lithuanian President to the press.

The Commercial Court of Moscow agreed with the line of reasoning suggested by White & Case and Ellex Valiunas and terminated the proceedings based on the court’s lack of jurisdiction over the dispute.

The court reached its decision in reliance on, inter alia, the Russian-Lithuanian “Agreement on Legal Assistance and Legal Relations in Civil, Family and Criminal Matters” dated July 21, 1992 and “Investment Promotion and Protection Treaty” dated July 29, 1999. The former provides that claims for damages shall be considered by the competent court of the state-party in whose territory the action or circumstance giving rise to the claim took place. The latter provides that investment-related disputes between a state-party’s investor and anther state-party shall be submitted to the competent court of the state-party in whose territory the investment was made or to arbitration under the Rules of the SCC, ICC, or UNCITRAL.

The Ninth Commercial Appellate Court upheld the ruling of the Commercial Court of Moscow and dismissed Antonov’s appeal. The appellate court also pointed out that Russia’s Federal Law No. 297-FZ “On Jurisdictional Immunities of Foreign States and Their Property in the Russian Federation”, dated November 3, 2015, did not apply to the dispute, as it arose from circumstances which took place in 2011, before the law was enacted.

The Commercial Court of Moscow Circuit later returned Antonov’s cassation appeal after he missed the deadline for filing.

According to White & Case, “this is a landmark case with respect to investment claims against foreign states in the Russian courts. It explores the legal provisions on jurisdictional immunity and resolves other issues with regards to the competence of Russian courts.”

The White & Case team was headed by Partner Julia Zagonek and Counsel Pavel Boulatov and included Associates Daria Scheglova, Anton Vasin, and Alexander Sysoev (all based in Moscow). The Ellex Valiunas team consisted of Partner Valiunas Vilija Vaitkute Pavan and Senior Associate Darius Bugailiskis.

The Prague and Warsaw offices of Noerr have joined the firm’s multi-jurisdictional team in advising the electronics manufacturer Luxshare on the financing of the strategic acquisition of ZF Friedrichshafen’s Global Body Control Systems Unit. With this transaction, the group from Hong Kong also took over the Radio Frequency Electronics product line.

According to Noerr, “more than 6,000 employees work in the Global Body Control Systems Unit and the radio frequency division, which encompass more than 16 locations in eleven countries as well as more than eleven sales and development offices in five countries. Even after the takeover, Luxshare intends to manage the Global Body Control Systems Unit as an independent unit headquartered in Germany. Luxshare has more than 35,000 employees and had sales of about USD 2.1 billion in 2016.”

The closing is expected to take place at the end of this year, once the transaction has received approval by antitrust authorities.

A Noerr team under the leadership of Frankfurt Partner Sebastian Bock advised Luxshare on the complex financing of the transaction. As lead counsel, Noerr not only provided advice on German, Polish, and Czech law, but also coordinated the work of the other international law firms, including Garrigues NBFA (Brazil); AllBright Law Offices (China); Legance – Avvocati Associati (taly); Deacons (Hong Kong); Garrigues (Mexico and Spain); Macfarlanes (UK); and Butzel Long (USA). Bock’s team included Partners Ludomir Biedecki in Warsaw, Barbara Kusak in Prague, Tom Beckerhoff in Frankfurt, and Michaela Engel and Elisabeth Dworschak in Munich, and Associates Slawomir Morawski in Warsaw, Milos Temel in Prague, and Nadja Petrow in Frankfurt.

Wolf Theiss has advised Bank Gospodarstwa Krajowego on the financing of OT Logistics’ expansion in Croatia. OT Logistics was advised by Wiewiorski Legal on the deal.

The PLN 125 million (EUR 30 million) BGK loan will be used to finance BGK’s acquisition of Luka Rijeka d.d., the operator of the port in Croatia. The first tranche of the facility in the amount of PLN 46.6 million will be used to acquire an 11.75% stake of shares in the target company. 

OT Logistics acquired the shares on September 7, 2017 by way of a block trade transaction concluded on the Zagreb Stock Exchange after a prior selection of its bid in a tender organized by the Croatian government.

“We are excited to be a part of this pioneering project in which a Polish company has acquired a stake in the largest port in Croatia,” commented Stefan Feliniak, who led the Wolf Theiss team. “Financing this type of transaction is also a flagship task of BGK, which is a member of the Polish Development Fund.” 

Feliniak’s team included Senior Associate Dariusz Harbaty, Associate Piotr Ziolkowski, and Klaudia Dabrowska in Warsaw, and Partner Luka Tadic-Colic, Counsel Vedrana Ivekovic, and Associate Lucia Mocibob of Wolf Theiss Zagreb.

The Wiewiorski Legal team was supervised by Partner Marcin Wojtasik, who also led the team along with Attorney Paulina Jeziorska.