Category: Deals and Cases

Dorda Rechtsanwalte has advised Austrian real estate investor and developer Supernova Group in its successful acquisition of four DIY retail properties in Croatia: The Garden Mall shopping center in Zagreb, two retail parks in Koprivnica and Sisak, and one property in Pozega. For the Croatian legal aspects, Dorda collaborated with Pecarevic & Relic.

According to Dorda, “Supernova acquired the properties by becoming best bidder in an international bidding process against several other competitors for the acquisition of the NPL claims of HETA while at the same time managed to reach a settlement with the relevant real estate owner.”

The Dorda team was again led by Partners Felix Horlsberger and Christian Ritschka, who have recently advised Supernova in the successful sale of nine DIY stores in Austria and Slovakia to South African investor Accelerate Properties (as reported by CEE Legal Matters on January 11, 2017). “We are delighted to have successfully advised our client Supernova in two complex transactions within such a short period of time,” said Ritschka. Horlsberger added that “swiftness and a perfect cooperation with our client as well as the local Croatian advisors were key to success in this transaction.”

The Pecarevic & Relic team consisted of Senior Partner Ranko Pecarevic and Junior Partner Jelena Frkovic Musa.

Image Source: gardenmall.hr

Taylor Wessing has advised Warimpex Finanz- und Beteiligungs Aktiengesellschaft on the partial sale of its hotel portfolio to the Thai investor U City Public Company Limited. CHSH and Hogan Lovells advised U City on the transaction, which included participations in eight hotels in the Czech Republic, Poland, and Romania, two of which are partly (50%) owned by UBM Development AG.

Taylor Wessing also advised Amber Privatstiftung and Bocca Privatstiftung, the two majority shareholders of Warimpex, with regard to an agreement to sell all their shares in Vienna International Hotelmanagement Aktiengesellschaft (“Vienna House”) — the hotel management company which manages all of the eight hotel participations sold in the deal — to U City.

U City will take over twenty four of the 3 to 5 star ranked Andel’s, Angelo, and Vienna House-branded hotels in Germany, Czech Republic, Poland, and Romania. Either hotels were acquired from the listed Warimpex Finanz- und Beteiligungs AG. The remaining hotels were taken over by U City indirectly through the acquisition of Vienna International Hotel Management AG from the two private foundations. 

According to CHSH, “U City Public Company Limited was incorporated in 1988 to operate in the business of full-scale real estate development for rent, service, sale, and administration. The company was listed in the Stock Exchange of Thailand in 1993. U City’s strategy is to acquire or develop recurring income properties near mass transit lines both locally and overseas.”

The closing of both transactions is still pending, subject to the fulfillment of the standard closing conditions for such real estate transactions. It is expected to occur by summer 2017.

The Taylor Wessing Vienna team advising Warimpex was led by Partners Raimund Cancola and Philip Hoflehner and included Senior Associate Allan Hahn and Associate Catherine Hofmann-Jabari. In addition, Partners Martin Eckel, Michaela Petritz-Klar, and Martin Prohaska, as well as Associates David Konrath and Sabine-Katharina Andreasch were part of the team.

Partners Erwin Hanslik and Thomas Rechberger from Taylor Wessing Prague and Partners Olav Nemling and Sylwester Zydowicz from Taylor Wessing Warsaw were also involved.

The Vienna-based CHSH team advising U City was led by Partner Clemens Hasenauer and included Partners Harald Stingl, Johannes Prinz, and Mark Krenn, Attorneys Lorenz Pracht and Christopher Peitsch, Christoph Reiter, and Stephanie Maier-Herbeck, and Associates Julia Berent, Ferdinand Guggenmos, and Thomas Knirsch. 

CHSH offices in Prague (Senior Associate Jan Moravek and Associate Jiri Prouza), Bratislava (Partner Jozef Bannert and Senior Associate Marek Hraska), and Bucharest (Partners Mirela Nathanzon and Zizi Popa, and Senior Associates Raul Andriuc, Ana Maria Dumitrache, and Anda Nicoara) also assisted on the deal.

The enormous Hogan Lovells team consisted of, in Munich, Partners Nikolas Zirngibl, Martin Gunther, Christoph Wunschmann, and Christian Herweg, Counsel Christian Zerr, Falk Loose, and Martin Pfluger, Senior Associates Christian Ritz and Sabrina Handke, and Associates Katharina Furtjes, Matthias Garhammer, Thomas Bohm, Julia Obletter, Friederike Heesemann, and Isabella Kling; in Frankfurt, Partners Marc Werner and Kerstin Neighbour and Associates Verena Kilb and Sarah Islinger, in Brussels Partner Falk Schoning; in Warsaw Partner Marek Wroniak and Associates Michal Bialobrzeski, Aleksandra Sudak, and Weronika Wolosiuk; in Moscow, Partner Oxana Balayan, Senior Associate Svetlana Sorkina, and Associate Olga Khachikyan. 

Image Source: viennahouse.com

Noerr, Zepos & Yannopoulos, and Moroglu Arseven have advised Daimler AG on the acquisition by subsidiary Intelligent Apps GmbH – provider of the e-hailing app mytaxi – of Taxibeat, the Greek app-based taxi booking company. Daimler was also advised by Estudio Olaechea in Peru.

According to Noerr, “mytaxi is active in a total of ten countries and has more than 100,000 registered drivers.” The firm also reports that “Taxibeat was founded in 2011 and offers its services on the Greek and Peruvian markets.”

The Dusseldorf-based Noerr team that acted for Daimler in the transaction and coordinated the work of other law firms involved consisted of Partners Alexander Hirsch and Maurice Seche.

The Zepos & Yannopoulos team in Greece included Partner Dimitris Zepos, Senior Associate Stefanos Charaktiniotis. Also involved were Partners Rania Papakonstantinou and Daphne Cozonis and Associates Konstantinos Logaras and Elpida Karathodorou.

The Moroglu Arseven team in Turkey consisted of Partner Seyfi Moroglu and Senior Associate Hazal Tuncay.

The Estudio Olaechea team in Peru consisted of Carlos Viacava and Vladimir Popov.

Noerr did not reply to our inquiry about the identity of or counsel for the sellers.

Ellex Raidla, Ellex Valiunas, and Ellex Klavins have advised Kesko on the sale of a 45% interest in its Baltic machinery trade subsidiaries to DAVA Agravis Machinery Holding A/S, a subsidiary of Denmark’s Agro group. Sorainen advised the buyer on its acquisition in Lithuania.

The debt free price of the shares was approximately EUR 21 million, which was paid in cash in connection with the closure of the transaction.  An agreement was also made on options to expand DAVA Agravis’ ownership to include the whole share capital of the Baltic machinery trade companies and Danish Agro group’s ownership to include Konekesko’s agricultural machinery business in Finland. 

Konekesko’s Baltic subsidiaries engage in the import, selling, and servicing of agricultural, forest, and construction machinery. Key brands represented by the companies include Claas tractors, combines, and grassland machinery, Ponsse forest machinery, Kobelco excavators, and Kubota mini excavators. In 2016, the pro forma net sales of the Baltic functions were EUR 129 million and operating profit was approximately EUR 5 million.

The Ellex Raidla team was led by Partner Raino Paron and included Senior Associate Martin Maesalu and Associate Sven Bottcher.

The Sorainen team was led by Partner Algirdas Peksys and Senior Associate Jonas Kiauleikis and included Senior Associate Vaiva Masidlauskiene, Associates Lina Stropute and Lukas Vaisvila. Partner Daivis Svirinas and Senior Associate Monika Malisauskaite advised the client on merger clearance aspects.  

Bojanovic & Partners has succesfully represented Mr. Nikola Mikic, a former captain of the Red Star Belgrade football club, in an arbitration against the Turkish football club Manisaspor Kulubu Dernegi.

Although the FIFA Dispute Resolution Chamber initially denied Mikic’s claims in January 2016, Bojanovic & Partners’ Dispute Resolution Partner Filip Blagojevic successfully appealed the FIFA DRC’s decision before the Court of Arbitration for Sport, which reversed the DRC’s ruling and fund in favor of Mikic in December 2016.

The parties subsequently reached an agreement during the winter transfer window and Manisaspor engaged Mikic until the end of the season 2018/2019, which, Bojanovic & Partners reports, “proved that reaching an amicable solution is possible even after the arbitral proceedings.”

BPV Braun Partners has advised Unilabs on regulatory issues related to its acquisition of Alpha Medical Group’s laboratories in the Czech Republic and Slovakia from Mid Europa Partners, including environmental and compliance matters.

As reported earlier this week, CMS, working alongside Sidley Austin, advised Mid Europa Partners on the sale, while Baker & McKenzie advised Unilabs on the the transaction. 

The bpv Braun Partners team was led by Managing Partner Arthur Braun and Slovak Partner Igor Augustinic, supported by Senior Associates Ondrej Ponistiak and Monika Kardosova.

Arthur Braun stated that: “We are glad to help Unilabs with its international growth and successful market entry to Czech and Slovak clinical laboratory market. With a value of several hundred million euros, this is one of the largest transactions, both of private equity investors as well as in healthcare in the region since the financial crisis.”

CMS, working alongside Sidley Austin, has advised Mid Europa Partners on its sale of Alpha Medical, a prominent provider of laboratory testing services in the Czech Republic and Slovakia, to Unilabs. The sale price was not disclosed. Baker & McKenzie reportedly advised Unilabs on the the transaction, which remains subject to customary clearance by local competition authorities and is expected to close in Q2 2017.

According to CMS, the transaction represents the largest healthcare transaction in Central Europe since 2008 and is also the largest private equity exit in the Czech and Slovak markets since Mid Europa’s sale of its stake in T- Mobile CZ in 2014 (as reported by CEE Legal Matters on February 12, 2014).

According to a Unilabs press release, “Alpha Medical is the #1 provider of laboratory diagnostics in the Czech Republic and Slovakia, performing more than 55 million tests annually across a well-invested network employing over 1,500 people. The company provides a full range of routine and specialized tests, mainly in the areas of biochemistry, microbiology, pathology, and genetics, and operates a fully integrated procurement and workflow system. Alpha Medical’s operations are organized around a highly efficient network of 93 labs, of which 7 are large central labs which utilize automated testing equipment.”

Unilabs has over 112 laboratories and 43 imaging units and a catalogue of more than 2,500 diagnostic tests, allowing it do describe itself as “one of Europe’s leading providers of clinical laboratory testing and medical diagnostic imaging services.” The company is headquartered in Geneva and employs more than 5,300 people worldwide, operating laboratory and medical diagnostic imaging facilities in 12 countries, and generating revenues of EUR 673 million in 2015. 

Matthew Strassberg, co-Managing Partner of Mid Europa, who founded and leads Mid Europa’s healthcare sector practice, commented: “It has been a privilege to work with Alpha’s highly talented and motivated management team. Mid Europa partnered with Alpha to support its pro-active market consolidation, investing over EUR 120 million in 27 add-on acquisitions and capital expenditures. Having developed the company into a world-class healthcare service provider, we are pleased that Unilabs has recognized Alpha’s unique strategic position and the excellence it offers in patient care and will back the management team as it seeks to take the business to the next level.”

Pawel Padusinski, Partner and co-head of Mid Europa’s Warsaw office who has been involved with Alpha throughout the investment cycle, noted: “During our ownership, Alpha invested heavily to enhance its service offering, to improve the speed and accuracy of its results and to broaden the network of labs and collection points. As a result, Alpha more than doubled the number of laboratory analyses it performs annually – to over 55 million tests during 2016, and has increased employment by more than 550 professionals, to well over 1,550.”

Viktoria Habanova, Associate Director of Mid Europa who covers the Czech and Slovak markets and led the execution of the transaction, said: “Mid Europa continues to seek to partner with industry-leading management teams and business founders in the Czech Republic and Slovakia. Our positive experience of working with firms such as Karneval, CRa, Walmark and Alpha illustrates our on-going commitment to the Czech and Slovak markets where we have invested over EUR 1 billion over the past 10 years.”  

Jos Lamers, CEO of Unilabs said: “This is an important foray into Eastern European markets for Unilabs. After a strong focus on generating organic growth, this acquisition signals our return to making smart acquisitions, aligned with our services portfolio and high-end quality standards. We look forward to welcoming the new teams from Alpha Medical to the Unilabs family.”

Peter Lednicky, the CEO of Alpha commented: “Mid Europa has been a great partner and a visionary investor whose unique strategic guidance and strong financial commitment allowed us to transform our business into the undisputed leader in the Czech and Slovak laboratory analysis market. On behalf of the entire Alpha team, I want to thank Mid Europa for its support and contribution to our success. At the same time, we would like to extend an enthusiastic welcome to Unilabs. With their advanced technological know-how and the long-term strategic horizon, we anticipate Unilabs will make a major contribution to our Company and to the improvement in the quality of medical care in the markets we serve.”

Rothschild & Co acted as exclusive financial adviser to Mid Europa, and PwC and E&Y provided transaction services advice.

The transaction was executed by Mid Europa Associate Director Viktoria Habanova, Associate Filip Kisdobranski, and Analyst Przemyslaw Krenczyk.

CMS’s core team consisted of Partners Helen Rodwell and Patrik Przyhoda and Senior Associate Frances Gerrard.

The firms of the SEE Legal network are reporting that they worked alongside Skadden Arps in advising BA Glass I – Servicos de Gestao e Investimentos S.A. (the parent company of BA Vidro S.A.) on its acquisition of substantially all of the Yioula Glassworks SA glass container business from Yioula Glassworks SA and its subsidiary Yalos Holdings (Overseas) Limited. Yioula Glassworks was supported on all legal issues by Winston & Strawn.

The Yioula Glassworks SA glass container business includes all the issued shares of Glasstank B.V. as well as the transfer of the glass container business of Yioula SA as a going concern in Greece. The business transferred includes listed companies in Romania, Bulgaria, and Serbia and Yioula plants and equipment in Greece. The overall deal value exceeded EUR 550 million.

According to SEE Legal, “the deal was unique in terms of size and complexity for the region, combining a group restructuring (a carve-out of the tableware business and Ukrainian operations); a share deal in the Netherlands and an asset deal in Greece; debt restructuring; repayment of listed high yield bonds; Competition clearances; and capital markets restrictions (including mandatory tender offers).

A Skadden Arps team lead by James Healy and Jason Hewitt acted for the purchaser on all English Law issues, while SEE Legal group law firms BDK Advokati in Serbia (led in this matter by Partner Vladimir Dasic), Boyanov & Co. in Bulgaria (led in this matter by Partner Damian Simeonov), and Nestor Nestor Diculescu Kingston Petersen in Romania (led in this matter by Senior Partner Adriana Gaspar and Managing Associate Corina Dumitriu), and KG Law Firm in Greece (led in this matter by Partner Elisabeth Eleftheriades) acted on all local law issues. The group was supported on Cyprus law issues by a Neocleous Law Firm team led by Partner Panos Lambropoulos.

Partner Stewart Worthy led the Winston & Strawn team advising the the sellers.

Sorainen has updated and supplemented transfer pricing documentation for Bridgestone Baltics regarding transactions undertaken in the Baltics in 2014 and 2015.

Compliance with the arm’s length principle for purchase of tires, management, and support services received and provided plus reception of commission services by Bridgestone Baltics is documented in transfer pricing documentation.

Bridgestone Baltics is a member of the global Bridgestone Group, the world’s largest tire and rubber manufacturing and distribution company. Bridgestone products are sold in more than 150 countries around the world.

The Sorainen team was led by Partner Janis Taukacs, supported by Associate Kaspars Strazds and Legal Assistant Elza Vulfa.

Kinstellar teams in Bucharest, Budapest, and Prague have worked alongside international counsel Sidley & Austin in advising Nidec, a leading Japanese manufacturer of electric motors, on the acquisition of Leroy-Somer and Control Techniques from Emerson Electric Co. Motors, a US provider of products and services for a wide range of industrial, commercial, and consumer markets. The transaction, valued at USD 1.2 billion, involved several jurisdictions across Europe, USA, and Asia and is part of Nidec’s strategy to expand its industrial and commercial business in Europe.

Nidec Corporation is a Japanese manufacturer of electric motors. Their products are found in hard-disk drives, electric appliances, automobiles and commercial and manufacturing equipment. Emerson Electric Co. Motors is a global provider of innovative solutions for customers in industrial, commercial, and consumer markets around the world.

The Kinstellar team consisted of Partner Razvan Popa and Senior Associate Oana Costache in Bucharest, Partner Anthony O’Connor and Counsel Akos Nagy in Budapest, and Partner Jan Juroska and Senior Associate Jan Pfeffer in Prague. 

Kinstellar did not reply to our inquiry about counsel for Emerson Electric Co.

Editor’s Note: After this article was published, Kinstellar informed CEE Legal Matters that Davis Polk and Wardwell has served as global counsel to Emerson Electric Co.

In addition, CEE Legal Matters was informed that Musat & Asociatii had advised Emerson Electric Co. on Romanian elements of the deal. The firm’s team was coordinated by Partner Iulian Popescu and included Partners Ileana Lucian and Monia Dobrescu, Tax Partner Razvan Graure, Tax Manager Roxana Dobrogeanu, Senior Associates Andrei Ormenean, Alina Solschi, and Alina Tacea, and Associates George Ghitu and Alina Man.