Category: Deals and Cases

DLA Piper has advised steel producer EVRAZ on its sale of the entire issued share capital of Kadish Limited, the holding company of EVRAZ Sukha Balka, a Ukrainian enterprise specializing in iron ore underground mining, to Berklemond Investments Ltd, a company of the DCH Group, for USD110 million of gross consideration, adjustable for the actual level of working capital and debt.

Julien Hansen, Corporate Partner and Head of DLA Piper Russia’s English Law Team, led the transaction.

DLA informed CEE Legal Matters that it was not authorized to reveal the identity of counsel for the buyers.

Sorainen advised CPA:17-Global on the acquisition of a 70% position in a joint venture with Baltic Retail Properties. The portfolio includes eighteen retail stores and one logistics facility in locations throughout Lithuania, Estonia, and Latvia. The assets are leased on a long-term basis to Kesko Senukai, a prominent do-it-yourself retailer in the Baltic States.

The investment totaled approximately EUR 127 million including associated fees and expenses and is CPA:17-Global’s second transaction in the Baltic States following its acquisition in December 2016 of a modern Class-A central logistics facility in Lithuania, also leased to Kesko Senukai (as reported by CEE Legal Matters on December 19, 2016).

CPA:17-Global is managed by affiliates of W. P. Carey Inc., an internally-managed net-lease real estate investment trust based in the USA that provides real estate-based financing solutions primarily for companies in the USA and Europe.

Arvi Luoma, Managing Director of W. P. Carey Inc., commented: “We are delighted to continue investing in the Baltic States, while expanding our relationship with a strong tenant like Kesko Senukai in a sector recognised as one of the most promising in the region. W. P. Carey’s access to capital and ability to structure and underwrite a complex multi-jurisdictional transaction allowed us to provide liquidity to the owners of the real estate investment vehicle, while adding attractive income-generating assets that meet our investment criteria for the CPA:17-Global portfolio.”

Sorainen advised CPA:17-Global on Lithuanian law issues throughout the transaction as well as legal due diligence and negotiations. The Sorainen team was led by Partner Kestutis Adamonis and included Senior Associate Asta Augutyte-Rapkeviciene and Associates Karolis Kunigelis, and Ugne Trakymiene.

Sorainen also advised CPA:17-Global on debt financing-related matters, including on the structure of the financing and security portfolio and related documentation. Sorainen additionally represented CPA:17-Global in negotiations with a local bank on facility agreements and a transaction security document package governed by Lithuanian, Latvian, and Estonian law, as well as hedging documentation. The Sorainen team involved in financing matters included Counsel Augustas Klezys and Associates Lina Ragainyte, Urte Armonaite, Edvins Draba, and Erik Salur.

Editor’s Note: After this article was published, Ellex announced that its team in Lithuania consisted of Associate Partner Indre Jonaityte-Grice, Partner Tomas Milasauskas, Senior Associate Donata Montvydaite, Senior Associate Ruta Besusparyte, and Senior Associate Laurynas Narvydas. Its Estonian team consisted of Senior Associate Alla Kuznetsova and Partner Martin Kaerdi. Latvia Senior Associate Maris Brizgo provided advice in that country.

Ilyashev & Partners is reporting that the UAH 25 million award of damages it obtained for the Antonov State Company in 2012 in a dispute with the General Directorate of State Airports Authority of Turkey and its underwriters has now been received in full by its client.

The Antonov State Company is a Ukrainian aircraft manufacturing and services company with particular expertise in the fields of very large airplanes and airplanes using unprepared runways. Antonov has built a total of approximately 22,000 aircraft, with thousands currently operating in the former Soviet Union and in developing countries.

In March of 2008 an Antonov An-124-100 Ruslan cargo aircraft collided with birds on its take-off at Ankara Airport causing significant damage to the aircraft. In 2009 Antonov filed a claim for damages with the Turkish court. According to Ilyashev & Partners Senior Partner Roman Marchenko, in 2012 “the court ruled that the Turkish party breach[ed] legislation and ICAO standards [by failing to] take all necessary measures for aerodrome bird/wildlife control that caused the incident. The respondent’s force majeure claims were also denied by the court.”

The General Directorate of State Airports Authority of Turkey filed multiple appeals, but according to Ilyashev & Partners, “following the results of long-term litigation, in May of 2017 Antonov received the complete pecuniary compensation to its bank account.”

KSB has acted for the Energo-Pro group on its acquisition of 100% of the shares in Murat Nehri (a Turkish company currently developing the 280 MW Alpaslan II Hydroelectric Power Plant on the Murat river in Mus province in South-Eastern Turkey) from Enerjisa Enerji Uretim — a 50-50 joint venture of the Turkish Sabanci Group and German E.ON. The Gurel Yoruker firm advised the sellers on the deal, which closed on April 28, 2017. Financial terms were not disclosed.

Energo-Pro was founded in 1994 in Svitavy, in the Czech Republic, and is now based in Prague. It engages in the generation, delivery, and trading of electricity from renewable energy sources, and it builds, owns, and operates hydro power plants and electricity infrastructure in Central and Eastern Europe. Energo-Pro reports that the Alpaslan II will, when operational, be the ninth largest dam in Turkey — with the first eight all owned by the Turkish state. Energo-Pro also obtained a license to operate the power plant through 2059. 

The KSB team advising on the transaction was led by Partner Christian Blatchford, working with Partner Martin Krejci, Lawyer Ondrej Mikula, and Trainee Lawyer Jana Guricova.

The Gurel Yoruker team was led by Partner Sibel Yurttutan.

Editor’s Note: After this article was published, Gurel Yoruker announced that Senior Associate Ebru Padar and Junior Associate Ece Ilci were also on the firm’s team.

Turunc provided Turkish legal advice and the Kyriakides Georgopoulos Law Firm acted as Greek legal advisor to Israel’s Rivulis Irrigation Ltd. in relation to its acquisition of 100% of the shares in the Greek company Eurodrip SA from US fund Paine Schwartz Partners, LLC. Israel’s Naschitz, Brandes, Amir & Co. was lead counsel for the buyers, while Freshfields Bruckhaus Deringer and A. S. Papadimitriou & Partners advised the sellers.

According to a Rivulis press release, “the merged company will have unparalleled market coverage with 18 factories around the world and 1,800 employees across 5 continents and 30 countries. Growers around the world will benefit from an extensive product and solution offering, consisting of trusted industry brands such as T-Tape, Ro-Drip, Hydrogol, D5000, Eolos, Compact, PC2, and Olympos. The merged company will be headquartered in Gvat, Israel and will be named Rivulis Irrigation, Ltd. Richard Klapholz, the current CEO of Rivulis Irrigation, will lead the merged company.”

The Rivullis press release continued that: “All current shareholders of the two companies – FIMI Opportunity Funds, Israel’s leading private equity fund (FIMI), U.S. based Paine & Partners, LLC (Paine & Partners) and Dhanna Engineering of India – will remain shareholders of the merged company and will remain active on the Board of Directors, ensuring continuity and providing strong support for the success of the merged company. FIMI will maintain a majority stake and Gillon Beck, the current Chairman of Rivulis Irrigation and Senior Partner at FIMI, will serve as the Chairman of the merged entity. The company will continue to support both the Rivulis and Eurodrip brands, and will remain strongly committed to its mission of providing continuous innovation, and strong service to help growers to optimize yields sustainably and economically while addressing water and land scarcity.”

Rivulis Irrigation is a global drip and micro irrigation manufacturer. According to the Rivulis press release, “with 1,000 employees and 11 factories in 25 countries, and a global distribution network of well over 1, 350 dealers and OEM partners, Rivulis Irrigation is a major player impacting the growing move of agriculture to drip irrigation. Rivulis Irrigation was established in June 2014, when FIMI acquired the former John Deere Water division from John Deere. The fund, together with the current management of the company and its employees, succeeded in turning the company around in an exceptionally short time, effectively leveraging the 5 decade long expertise of the original founding companies (Plastro, T-Systems and Roberts Irrigation).”

Eurodrip, which was established in 1979, manufactures and supplies integrated drip irrigation solutions for agricultural and landscaping applications. According to Rivulis, Eurodrip’s products “include integrated drip line solutions, flat and round drippers, blank tubes and other irrigation products. Eurodrip has a market presence in over 70 countries, with operating subsidiaries in the U.S., Turkey, Greece, Egypt, Jordan, Peru, Mexico and Chile, and employs more than 700 people worldwide. In 2013, Eurodrip was acquired by Paine & Partners LLC, a value-driven private equity firm that focuses on complex investment opportunities in the fast-growing, dynamic global food and agribusiness sectors.”

The Turunc team was led by Partner Kerem Turunc, who reported being “extremely happy to have worked on this multi-jurisdictional deal which will help the Turkish agriculture sector manage its water resources more efficiently and increase efficiency.” Turunc was supported by Associates Grace Maral Burnett, Nilay Onal, Gozde Kiran, Beste Yildizili, and Naz Esen.

The Kyriakides Georgopoulos team was led by Partner Claire Pavlou, working with Senior Associate Aggeliki Stratiki.

The A.S. Papadimitriou & Partners team advising the sellers was led by Partner Elena Kossena, assisted by Associate Anastasia Fanourgaki.

Asters has served as Ukrainian counsel (working with lead counsel Quinn Emanuel Urquhart & Sullivan) to JSC Oschadbank, in connection with Oschadbank’s claim against the Russian Federation, brought before an arbitration panel at the International Chamber of Commerce in Paris, for recovery of over USD 1 billion in compensation as a result of the total loss of its investments in Crimea.

According to Asters, “the final hearing of this claim addressing jurisdictional issues, the merits, and quantum of damages took place on 27 – 29 March 2017 in Paris, France.”

According to Asters, Oschadbank is “the leading bank in Ukraine with the widest network of offices.” The firm describes it as “actively working in all financial sectors,” and says Oschadbank is “the only Ukrainian bank that has the state guarantee envisaged by the law in respect of full protection of the monetary funds of citizens entrusted to the bank.”

Quinn Emanuel Partner Alex Gerbi commented: “The Asters attorneys formed an important part of the team representing Oschadbank both during the preparatory phases and at the recent final hearing in Paris. They made a valuable contribution to the overall development and presentation of Oschadbank’s case. It has been a pleasure working with such a capable and dedicated team.”

Asters’ key team on the project included Partner Svitlana Chepurna and Associates Anna Tkachova and Maryna Golovko, all working “under the general supervision of the firm’s Managing Partner Oleksiy Didkovskiy.”

White & Case lawyers in Poland and Slovakia participated in the firm’s provision of advice to Banca Farmafactoring on its initial public offering on the Milan Stock Exchange, in which approximately 30% of the company’s ordinary shares were sold for a total amount of approximately EUR 250 million.

Deutsche Bank AG, London Branch, Mediobanca – Banca di Credito Finanziario S.p.A. and Morgan Stanley & Co International plc acted as Joint Global Coordinators and Joint Bookrunners. BNP Paribas, Jefferies International Limited and UniCredit Bank AG, Milan Branch acted as Joint Bookrunners.

Banca Farmafactoring specializes in the management, sale ,and non-recourse factoring of receivables owed to suppliers mainly by national healthcare service entities and other Italian public sector organizations.

The White & Case team advising on the transaction was led by London/Milan based Partners Michael Immordino and Milan-based Partner Ferigo Foscari, and included Warsaw-based Partners Marcin Studniarek and Madrid-based Partner Yoko Takagi, Bratislava Local Partner Juraj Fuska, Warsaw Counsel Bartosz Smardzewski. It also included Milan-based Associates Robert Becker and Martina Ferraro, Warsaw-based Associates Monika Duzynska and Klaudia Malczewska, Madrid-based Associates Laura Gonzalez and Pedro Hendel, Bratislava-based Associate Radoslav Palka, and Milan-based Lawyer Charles English.

Sorainen has advised Ringier Axel Springer Media AG on Estonian law aspects of its acquisition of CV Keskus, an operator of the Estonian cvkeskus.ee, Latvian cvmarket.lv, and Lithuanian cvmarket.lt job classified sites.

Established in Estonia in 2000, CV Keskus expanded to Latvia and Lithuania in 2004. The company has been owned by the HeadHunter Group since 2007. According to Sorainen, “the job classifieds group reaches a total of over 1.8 million monthly visitors [and] it publishes over 6000 job ads monthly and currently provides access to a live database of close to 1 million active CVs.”

Says Mark Dekan, CEO of Ringier Axel Springer Media AG: “With the expansion of our job classifieds business into the Baltics, we are strategically entering this high growth region. The Baltic countries are among the most digitized economies in the EU. Strong GDP growth will also drive the growth of the HR services industry. This will increase the demand for recruitment services and have a positive effect on the job classifieds segment. We will build on the strong expertise in classifieds that lies in our Group and with our shareholders.”

CEO Povilas Kytra, who has worked with the group for the past ten years, remains in his role after the acquisition. He commented that: “I am very much looking forward to combining the strength of our group with the experience and know-how of Ringier Axel Springer and to further developing our offer in the Baltic region.”

The Sorainen regional transaction team supporting Ringier Axel Springer Media AG in the due diligence phase as well as in negotiating and executing the transaction was led by Estonian Partner Toomas Prangli and included Estonian Senior Associate Piret Lappert, Latvian Senior Associate Renate Purvinska, and Lithuanian Senior Associate Jonas Kiauleikis.

Kocian Solc Balastik in the Czech Republic and Wardynski & Partners in Poland have provided local assistance to global counsel Kirkland & Ellis in advising Bain Capital Private Equity on its USD 3.2 billion acquisition of the cleaning and chemicals system division (“Diversey Care”) and the food hygiene and cleaning business of Sealed Air Corp.

After the transaction the businesses, together, will be called New Diversey.

The KSB team consisted of Partner Christian Blatchford and lawyers Drahomir Tomasuk and Jaroslav Zahradnicek.

The Wardynski & Partners team was led by Partner Anna Dabrowska and included Maciej Szewczyk.

Allen & Overy has advised the arranging banks on a financing for P&P Spearhead, a group engaged in the agricultural sector primarily in CEE. CMS advised P&P Spearhead on the deal.

The Mandated Lead Arrangers of the refinancing advised by Allen & Overy were Erste Group Bank AG, ING Bank N.V., Raiffeisen Bank Polska S.A., Bank BGZ BNP Paribas S.A., Bank Zachodni WBK S.A. (a member of Santander Group) and Powszechna Kasa Oszczednosci Bank Polski S.A.

The RTPR Allen & Overy team in Bucharest was led by Partner Alexandru Retevoescu, supported by Senior Associate Iana Tui and Associates Bianca Eremia and Bogdan Cordos and other junior lawyers. The A&O team was led by Bratislava-based Counsel Attila Csongrady and included lawyers from A&O’s Bratislava, Prague, and Warsaw offices.

The CMS team advising P&P Spearhead was led by London based Banking & Finance Partner Mark Moseling with Partner Ana Radnev working alongside him in CEE, supported by what the firm describes as “a much larger team of CMS lawyers advising on UK, Czech, Slovak, Romanian and Polish law.”