Category: Deals and Cases

Ellex Raidla and Ellex Valiunas has advised United Partners in preparation for its EUR 4.7 million bond issuance.

The bonds of UPP & CO Kauno 53 OU were admitted to trading on Nasdaq Baltic First North market on June 12, 2017. Ellex Raidla and Ellex Valiunas teams advised UPP & CO Kauno 53 in connection with the preparation of the bond documentation. 

UPP & CO Kauno 53 OU is a corporate body founded by United Partners Property – a company which manages United Partners’ real estate investments. The bonds provide funding for the acquisition of Rimi’s central warehouse in Lithuania. 

According to Ellex, “First North is regulated as a multilateral trading facility, known as the Alternative Investment Market. This means that, although First North does not have legal status as a regulated market it operates in the Nordic and Baltic countries in parallel with the regulated market. Nasdaq decided to go to First North in order to provide investors with an easy and transparent way to sell or buy the bonds if they want to.”

The Ellex Raidla team included Partner Raino Paron and Senior Associate Gerly Lohmus. The Ellex Valiunas team included Partner Joana Baublyte-Kulviete and Senior Associate Lina Radaviciene.

Editor’s Note: After this article was published TGS Baltic announced that it also advised UPP & CO Kauno 53 OU on its admittance to trading on Nasdaq Baltic First North market. TGS Baltic reports that it  was “acting as collateral agent and advising during the process of admission of trading to FN.”

Boyanov & Co., working alongside Freshfields, is reporting that it advised the National Bank of Greece on its EUR 610 million sale of United Bulgarian Bank and Interlease to KBC, and that the deal closed on June 13, 2017.

As previously reported, Kinstellar advised the KBC Group on the deal.

According to Boyanov & Co, “the complexity of transactions involved the consolidation within the UBB group and the indirect acquisition by KBC of the insurance, insurance brokerage, asset management, leasing and factoring businesses, as well as loan investments of NBG Group in Bulgaria.”

The Boyanov team was led by Senior Counsel Svetlina Kortenska and Associate Ilina Maltzeva.

Romanian law firm Tuca Zbarcea & Asociatii has advised Czech pharmacy chain Dr. Max, owned by Penta Investments Group, on its acquisition of the Fastpharm SRL, Iezer Farm SRL, Panpharma Med SRL, and York Farm SRL chains, which will be rebranded and run under the name “Dr. Max”. Wolf Theiss advised the sellers, a Romanian family.

According to Tuca, Zbarcea & Asociatii, “Dr. Max was established in 2004 and is a leading pharmacy chain in Central Europe.” Penta Investments, with assets under management of EUR 8.5 billion, is active on ten European markets and has been present in Romania since 2015 on the sports betting and gambling market. It holds Fortuna Entertainment, which recently acquired Casa Pariurilor, the second largest bet shops operator, with a network of over 700 outlets. Țuca Zbarcea & Asociatii’s team also acted on that deals.

Partner Cristian Radu led the TZA team along with with Senior Associate Gabriel Ianculescu.

The Wolf Theiss team was led by Partner Ileana Glodeanu, working with Partner Adrian Ster, Senior Associate Mircea Ciocirlea, and Associate Andreea Stan.

Schoenherr has advised AG Foods Group and Cooperatief Avallon MBO U.A. on settlement of minority shareholders’ disputes and on a subsequent management buyout.

In addition to the settlement of several minority shareholders’ claims, the transaction consisted of the exit of these shareholders from AG Foods. Schoenherr also advised the existing management on a buyout of Cooperatief Avallon (a majority shareholder in AG Foods), including on the acquisition financing with Czech financial institute Komercni banka, a.s.

AG Foods is a Czech company that develops, produces and distributes instant drink mixtures. It also focuses on the sale and service of mixtures preparation technology for the food and HoReCa industry. Cooperatief Avallon is part of the Avallon Polish investment fund, which promotes the involvement of managers in equity transactions. AG Foods was part of the EUR 50 million Avallon MBO Fund I.

The Schoenherr team was led by Partner Vladimir Cizek, who commented: “We were excited to support both companies in the complex matter of the minority shareholders’ disputes in four separate jurisdictions. AG Foods benefited from the involvement of Cooperatief Avallon over several years and the management buyout was completed in a satisfactory fashion for both parties.

Cizek was assisted by Prague-based Attorneys at Law Jitka Kadlcikova, Natalie Rosova, Helena Hangler, and Denisa Assefova, and Associate Rudolf Bicek, Also involved were Warsaw-based Partner Katarzyna Terlecka, Bratislava-based Partner Sona Hekelova, and Budapest-based Attorney at Law Gabor Kordovanyi.

Jeantet has advised the Mama Shelter hotel chain – a subsidiary of the Accor Group – on the opening of new hotels in Prague and Belgrade.

The Jeantet team was involved in the drafting and negotiation of the hotel management agreement and the legal follow-up connected to the renovation works of the buildings. The firm’s Budapest-based team was led by Budapest Managing Partner Francois d’Ornano, supported by Associate Anna-Maria Veres.

In addition, the Malisic Dostanic firm in Serbia and Giese and Partner in the Czech Republic provided assistance as well.

Image Source: www.accorhotels.com

CMS teams in Austria and Croatia have advised Zagrebacka banka d.d, a member of UniCredit Group, on its sale of non-performing loan portfolios to a company controlled by APS Holding a.s. Ostermann & Partners advised APS Holding on the deal.

The transaction, which covers fully impaired and partially impaired loans granted to corporate and private individual customers, was signed on May 19, 2017 following the approval of the Croatian National Bank under rules pertaining to the disposal of materially significant portfolios. It closed at the end of May.

The CMS team advising Zagrebacka banka/UniCredit was headed by Vienna-based Partner Alexander Rakosi and included Vienna-based Attorney-at-Law Lisa Oberlechner and Associate Marie-Christine Lidl ad Zagreb Partner Jelena Nushol.

The Ostermann & Partners team was led by Managing Partner Mojmir Ostermann. 

The Yegin Ciftci Attorney Partnership has advised Turkiye Is Bankasi (Isbank) and Turkiye Sinai Kalkinma Bankasi (TSKB), Turkey’s first privately-owned development and investment bank, on financing provided to Turkuaz Petrol Urunleri A.S. for its acquisition of TP Petrol Dagitim, the fuel retailing branch of Turkiye Petrolleri, Turkey´s state-owned oil and gas firm. The Ak Law Firm represented Turkuaz Petrol Urunleri (a subsidiary of Zulfikarlar Holding A.S.) on its successful bid for TP Petrol Dagitim.

Yegin Cifti Attorney Partnership (YCAP) describes TP Petrol Dagitim (TPPD) as “one of the largest Turkish petroleum distribution company in the fuel distribution sector by means of market share,” and says that it “currently owns approximately 400 distribution agents, seven fuel storage facilities in strategic locations with 333,000 cubic meter capacity, and two LPG filling facilities.”

YCAP reports that “on December 28, 2016, Zulfikarlar Holding … was awarded the tender as the highest bidder with TL 490,000,000 for privatization of TP Petrol Dagitim.”

The financing agreements were signed on March 27, 2017. The Privatization Administration of the Republic of Turkey and Turkuaz Petrol Urunleri, an affiliate of Zulfikarlar Holding, signed the share transfer agreement and 100% of the shares in TP Petrol Dagitim were transferred to Turkuaz Petrol Urunleri on April 4, 2017.

The Yegin Ciftci team included Partner Mete Yegin, Counsel Gozde Cankaya, and Senior Associate Irem Su.

According to Tayga Ak of the Ak Law Firm, who led his firm’s team, “it was a deal with a specific deadline and our team worked around the clock to finalize the due diligence, the share purchase agreement, and the financing package. With the acquisition TPPD  has become one of the biggest players in the petroleum distribution sector.”

In addition to Ak, the Ak Law Firm team included Partners Isil Okten and Onur Yalcin and Of Counsel Partners Refika Tuzun.

Dvorak Hager & Partners has provided legal assistance to Czech Republic Sotheby’s International Realty in connection with its entry into the Czech and Slovak markets.

According to DHP, “Sotheby’s International Realty has more than 20,000 independent sales associates in over 880 offices in 69 countries and territories worldwide, which makes it the largest luxury property network in the world.”

The firm’s team was led by Partners Stanislav Dvorak and Lukas Zahradka, supported by Katarina Jendzelovska, among others. 

ODI Law has advised the seller — a private individual — on the sale of a 42.1218 % stake in Iskra to Taxgroup Gmbh, one of the existing shareholders of the company. The deal also involved the purchase by the firm’s client of a share in Caveat Romanae, a Croatian subsidiary of Iskra.

Iskra, which was founded in 1946, provides intelligent industrial solutions and advanced electrotechnical products. In 2015 the firm reported sales revenue of EUR 87 million and EBITDA of EUR 11 million and employed more than 1000 employees. The firm specializes in capacitors, low voltage switchgear, electrical measuring instruments, etc.

ODI Partner Matjaz Jan, who led the firm’s team on the deal, emphasized that the deal is an example of how complex disputes among shareholders can be settled by an M&A transaction. Jan was assisted by Senior Associates Lea Pecek and Lea Vatovec, and Croatian Partner Branko Ilic for matters in that jurisdiction.

Taxgroup was advised by lawyer Miha Martelanc.

Ilyashev & Partners has successfully represented SE Confectionery Corporation ROSHEN, PJSC Kharkiv Biscuit Factory, PJSC Confectionery Factory Kharkivyanka, and PJSC Poltavakonditer in an anti-dumping investigation related to the import into Ukraine of certain types of chocolate and other food products containing cocoa powder manufactured in the Russian Federation.

Ilyashev & Partners reported that, “according to a review of the report, materials, and conclusions of the Ministry of Economic Development and Trade of Ukraine on the results of the anti-dumping investigation the Interdepartmental Commission on International Trade took a decision No. АD-373/2017/4411-05 on the application of final anti-dumping duty at the level of 31.33% for the period of five years in relation to the goods manufactured in the Russian Federation to which the following description according to the Ukrainian Classifier of Goods of Foreign Economic Activities (UKRZED) is assigned:

• 1806 31 00 00 – chocolate and other finished food products containing cocoa powder and produced in the form of blocks, bars and sticks with filling with net weigh of up to 2 kg;
• 1806 90 11 00 – chocolate and chocolate confectionery, chocolate candies, with filling or without, which contain alcohol;
• 1806 90 19 00 – chocolate and chocolate confectionery, chocolate candies, with filling or without, which do not contain alcohol;
• 1806 90 50 00 – confectionary products made of sugar and its substitutes, produced from artificial sweetener containing cocoa powder.”

According to Ilyashev & Partners, this result “will give an opportunity to the Ukrainian producers to stay competitive at the market of Ukraine and increase the volumes of production.”

The decision of the Interdepartmental Commission on International Trade will enter into force 30 days from May 20, 2017 publication of its official notice in the newspaper Uriadovyi Courier newspaper.