Category: Deals and Cases

Dentons has advised Group Spadel, a European family-owned company specializing in the production of natural mineral water, spring water, and natural fruit drinks, on the acquisition of a 93.29% stake in Bulgarian bottled water producer Devin AD from private equity firm Advent International. Dentons worked with Hristov & Partners in Bulgaria, while Advent was advised by CMS on the transaction, which was based on an enterprise value of EUR 120 million. Completion of the transaction is subject to the approval of Bulgarian Commission for Protection of Competition.

According to Dentons, “Devin employs 478 people and has 2016 forecasted sales of EUR 46 million and EBITDA of EUR 10.7 million. The acquisition of Devin will enable Spadel to further extend its position from its existing operations in Belgium, the Netherlands, France and the UK, in line with its strategy to market natural water brands, such as Spa in Belgium and Brecon Carreg in the UK, with a strong regional position.”

Rob Irving, Co-head of Dentons’ Global Private Equity group, who led the firm’s team on the deal, said, “Spadel is well-known in Europe for its innovation, sustainability, water resource protection, and product development. Dentons is excited about having helped this quality of an investor make its first investment in the CEE/SEE region.”

In addition to Irving, the Dentons team included Partner Chris Watkinson, Counsel Zita Albert, and Associate Ivan Jelocnik.

The Hristov & Partners team was lead by Partner Pavel Hristov, assisted by Counsel Biliana Shagova and Yana Karserdareva, Dragomir Stefanov, and Georgi Ganchev.

The CMS team was led by David Butts, Co-Head of International Private Equity and Advent Relationship Partner for CMS, Partner Atanas Bangachev, and Senior Associate Valentina Santambrogio, and included Partner Graham Conlon, Bulgarian Head of Tax Alexander Rangelov, Senior Associate Veliko Savov, and Associates Vitalii Mainarovych, Trainee Thomas Jessop, and Denitsa Dudevska, Maria Lazarova, Nevena Radlova, and Pavlin Stoyanoff, working from various offices across CEE and London.

Editor’s Note: On March 3, 2017, Hristov & Partners informed CEE Legal Matters that Bulgaria’s national competition authority had cleared the transaction unconditionally and authorized its immediate execution. According to Hristov & Partners, “obtaining merger control approval was the key condition precedent to closing and the parties may now proceed to implementing the deal.” The firm’s team representing Spadel in merger control proceedings included Pavel Hristov, Biliana Shagova,and Dragomir Stefanov. A Dentons team led by Rob Irving “assisted on EU merger control analysis and international coordination.”

Norton Rose Fulbright has advised Inter Cars S.A. and its group companies on a PLN 1.1 billion loan facility. Clifford Chance, working with Tark Grunte Sutkiene (TGS), Divjak, Topic & Bahtijarevic (DTB) and Montanios & Montanios, advised Bank Pekao S.A. (agent), mBank S.A. (security agent), and  Bank Handlowy w Warszawie S.A. (Citi Handlowy), ING Bank Slaski S.A., Bank BGZ BNP Paribas S.A., DNB Bank, and Caixa Bank as mandated lead arrangers on the facility.

As part of the limit granted by the banks under the revolving facility, Inter Cars also arranged ancillary facility agreements, providing its group companies with access to a number of banking products such as overdrafts, guarantees, and letters of credit.

Inter Cars, based in Poland, is the largest importer and distributor of automotive spare parts for passenger cars and commercial vehicles in Central and Eastern Europe. The company’s product range includes garage equipment such as tools for servicing, repairs and maintenance of cars, and also motorcycle spare parts and tuning parts.

The Norton Rose Fulbright team was led by Partner Grzegorz Dyczkowski, assisted by Senior Associate Tomasz Rogalski, Associates Konrad Leszko and Maksymilian Jarzabek, and Paralegal Adrian Wieslaw. 

The Clifford Chance Warsaw team of lawyers included Partner Andrzej Stosio, Counsel Milosz Golab and Rafal Zakrzewski, Senior Associate Kacper Bardan, and Associates Pawel Dlugoborski, Joanna Kuc, Mateusz Chmura, and Aleksandra Rudzinska, as well as lawyers from Clifford Chance’s Prague office (on Czech and Slovak law) and Bucharest office (on Romanian law). 

The DTB team was led by Senior Associate Martina Kalamiza.

The TGS team included Partner Vilius Bernatonis and Senior Associate Ieva Dosinaite.

Montanios & Montanios cooperated with Clifford Chance on matters of Cypriot law.

CMS has advised Belgian real estate developer Atenor on the sale of Vaci Greens Building C in Budapest to Czech investment fund ZFPR Realitni Fond, which is managed by ZFP Investments. Oppenheim acted for ZFP Investments on the deal.

The Vaci Greens development, which was initiated by Atenor in 2008, will include six office buildings, totaling over 120,000 square meters of Grade A office space. Building C, which was completed in June 2015, is one of three completed so far. It consists of 18,500 square meters of office space, fully let to General Electric.

The CMS team assisting Atenor included Partner Gabor Czike, Senior Counsel Jozsef Varady, and Lawyer Laszlo Jokay.

The Oppenheim team was led by Partner Mark Pinter, who heads the firm’s real estate practice, and who was supported by Senior Associate Janos Fodor.

Image Source: vacigreens.hu

Wolf Theiss, working as local counsel for CEE to Cleary Gottlieb Steen & Hamilton, has advised Amundi on its acquisition of Pioneer Investments from Unicredit for an all-cash consideration of EUR 3.545 billion. UniCredit was advised by Gianni, Origoni, Grippo, Cappelli & Partners.

Wolf Theiss describes Amundi as “the leading European asset manager, with over EUR 1,000 billion of assets under management worldwide,” and reports that “Amundi has become a leading European player in asset management, recognized for product performance and transparency, quality of client relationships based on a long-term advisory approach, efficiency in its organization and teams’ promise to serving its clients.”

Pioneer Investments has a presence in 28 countries worldwide and a team of 2,000 employees, including more than 350 investment professionals.

Wolf Theiss advised on regulatory compliance and legal due diligence of the Pioneer Investment businesses in Bulgaria, Hungary, Romania, and the Slovak Republic.

The Wolf Theiss team was led by Partners Richard Clegg (Bulgaria), Ileana Glodeanu (Romania), Lubos Frolkovic (Slovak Republic), and Senior Associate Melinda Pelikan (Hungary).

Editor’s Note: After this article was published, Baker & McKenzie announced that its Czech office had advised Amundi on due diligence of Czech Pioneer entities and on subsequent regulatory filings with the Czech National Bank. The firm’s team was led by Prague-based Partner Libor Basl, supported by Prague-based Associate David Reiterman.

Clifford Chance has advised the European Investment Bank (EBI) on the debut hybrid unsecured subordinated registered bonds in the amount of EUR 190 million issued on December 16, 2016 by Tauron Polska Energia S.A. Allen & Overy advised Tauron Polska on what is the first issue of hybrid bonds of this type by a Polish entity.

On December 14, 2016, the following agreements were signed between Tauron Polska Energia S.A. and the European Investment Bank: a) a project agreement setting out detailed requirements concerning the financing of an investment task, and b) a subscription agreement that forms the basis for the issue of hybrid bonds of EUR 190 million. The proceeds of the issue of the bonds will be designated for covering the expenses of Tauron Dystrybucja S.A. associated with the development and upgrade of the power grid infrastructure in 2016-2020. The bonds issued are subordinated, unsecured, coupon bearer securities and were subscribed for by the EIB within the operations of the European Fund for Strategic Investments, launched by the EIB along with the European Commission for the purposes of implementation of the Juncker plan.

According to Clifford Chance, “the issue of the bonds will have a positive impact on the financial stability of Tauron Polska Energia S.A. because the bonds are excluded from the calculation of the debt ratio which is a covenant for the other programs for the financing of the company. Moreover, the bonds may be included by a rating agency as equity in the amount of 50 percent of the financing.” When the issue was being planned the bonds received an expected Fitch rating of BB+ (EXP). 

The work of the Clifford Chance team was supervised and the transaction was coordinated on a day-to-day basis by Warsaw Managing Partner Grzegorz Namiotkiewicz, supported by Counsel Grzegorz Abram and Associate Pawel Zagorski. The Warsaw team co-operated with a team of lawyers from Clifford Chance London, including Partners Paul Deakins and Clare Burgess and Associate Manav Melwani.

Tauron was advised by Allen & Overy Warsaw Partner Piotr Lesinski.

Domanski Zakrzewski Palinka successfully represented PKP Intercity in an arbitration before the Court of Arbitration at the Polish Chamber of Commerce in Warsaw related to a dispute over payment of a contractual penalty by Alstom for a delay in the supply of Pendolino trains. The arbitral tribunal awarded PKP Intercity EUR 42.3 million with interest, allowing the greater part of its action. According to DZP, “this is one of the largest amounts awarded to a claimant in the history of Polish arbitration.”

The arbitral tribunal also dismissed the greater part of the supplier’s counterclaim (allowing only about 0.5% of its claim).

According to DZP, “the dispute focused on the principles of liability of the defendant supplier of the rolling stock and reasons for the delay,” and “in order to handle the case, not only a thorough knowledge of law but also familiarity with the organization of the railway market and technical aspects of the supply of trains were required.”

The DZP team was led by Partner Aleksandra Auleytner, the Head of DZP’s IP&TM Practice, who specializes in advising on rail transport and other matters, and Partner Jozef Palinka, the firm’s Head of Dispute Resolution Practice. The team also included Partner Paweł Lewandowski, Senior Associate Maciej Orkusz, and Associate Anna Ciepla from the Dispute Resolution Practice; Partner Tomasz Darowski, Senior Associate Krzysztof Fliszkiewicz, and Associate Michal Przychoda from the Infrastructure and Energy Practice, and Counsel Tadeusz Piatek from the IP&TMT Practice.

A&O has advised Asahi Group Holdings, Ltd. on its share purchase agreement with Anheuser-Busch InBev to acquire businesses formerly owned by SABMiller Limited (formerly SABMiller plc) in the Czech Republic, Slovak Republic, Poland, Hungary, and Romania and other related assets that were owned by SABMiller prior to its combination with AB InBev. The transaction has an enterprise value of EUR 7.3 billion, subject to customary adjustments. Freshfields Bruckhaus Deringer advised AB InBev on the deal, as well as on its combination with SABMiller and across the related disposal commitments made to competition authorities.

According to Freshfields, “in connection with its business combination with SABMiller, AB InBev had made commitments to the European Commission for the disposal of certain assets. This disposal process has been carried out under the supervision of the EC through its monitoring trustee. Closing is expected to take place in the first half of 2017.”

A&O was lead adviser to Asahi on the M&A, commercial, antitrust, banking, tax and employment aspects of its share purchase agreement with AB InBev. According to Allen & Overy, the EUR 7.3 billion enterprise value makes this the biggest deal in Asahi’s history, and follows the EUR 2.55 billion acquisition by Asahi of Peroni, Grolsch, and Meantime earlier this year, on which A&O also advised. According to A&O Partner Richard Hough, who led the firm’s team on the deal: “The two transformational deals for Asahi this year establish it as a distinct global player in the alcoholic beverages market.”

In addition to Hough the A&O team was led by Senior Associate Matthew Appleton and included Partner Jim Ford on commercial aspects, Partner Alasdair Balfour on antitrust aspects, and Partner Trevor Borthwick on the debt side. Partner Lydia Challen provided tax advice and Partner Sarah Henchoz provided employment advice. Nick Wall was the Lead Partner in Tokyo. 

A&O reports that its teams in Poland, the Czech Republic, Hungary, and Romania also played a significant role in the transaction “given the scope of the due diligence exercise and the large number of local law considerations associated with an asset transfer.” The due diligence was coordinated regionally by Prague-based Counsel Prokop Verner and led in each country by Associate Jakub Cech (in Prague), Associate Thomas Bury (in Bratislava), Senior Associate Tomasz Ciecwierz (in Warsaw), Senior Associate Imre Kasa (in Budapest) and RTPR Allen & Overy Counsel Adrian Cazan (in Bucharest).

The Freshfields team was led by Partners Bruce Embley, Natascha Doll, and Andreas von Bonin, supported by Senior Associates Anneleen Straetemans and Keir MacLennan. 

Primus has announced that it advised Estonian investment firm Polaris Invest on its EUR 83.6 million cash acquisition of a 63% stake in AS Starman, a major regional telecommunications firm with business in Estonia and Lithuania, from East Capital Explorer. The transaction, which valued the company at EUR 208 million, was financed by Elisa, which also agreed to purchase Starman’s Estonian operations from Polaris for EUR 151 million in cash. Elisa was represented by Fort, with both East Capital Explorer and Starman represented by Raidla Ellex.

Elisa’s acquisition of Starman’s Estonian operations is subject to the approval of Estonian competition authorities as well as other terms and conditions. Elisa estimates that the deal will be closed during the first quarter of 2017.

Polaris’s right to acquire Starman was affirmed by an arbitration tribunal at the Arbitration Institute of the Stockholm Chamber of Commerce (SCC) this October, following a complicated dispute with East Capital Explorer, the previous majority shareholder, over the validity of Polaris’s right of first refusal.

By triggering that right of first refusal — upheld by the SCC’s arbitration tribunal — Polaris gained the majority stake in AS Starman, and negated the previous attempt to sell AS Starman to SM VII B.V. (reported on CEE Legal Matters on July 7, 2016), which failed to close. 

AS Starman is an Estonian cable television, VOIP telephony, and ISP company founded in 1992 and located in Tallinn. The company has been listed as SMN1T on the Tallinn Stock Exchange since June 17, 2006. In 2015 Starman bought the Lithuanian telecommunications company Cgates (as reported on January 2, 2015). That same year Starman’s Estonia business’ revenue was EUR 37 million and EBITDA EUR 18 million. At the end of Q3 2016 the company had approximately 122,000 cable TV subscriptions, 88,000 broadband subscriptions, 60,000 digital terrestrial subscriptions, and 30,000 telephony subscriptions. It is number one in pay TV services and number two in fixed broadband services in Estonia with market shares of approximately 35% and 20%, respectively.

East Capital Explorer AB is a Swedish investment company offering investment opportunities in Eastern Europe, with the Baltic countries representing the company’s largest investment region. The company primarily invests in unlisted assets within the private equity and real estate segments. 

Mia Jurke, CEO of East Capital Explorer, commented: “I am pleased to announce the completion of this transaction, which crystallizes a significant value creation over the past years. We are working intensely with our investment pipeline, while we continue with the share buyback program launched in May.”

Primus Estonia represented Polaris in the arbitration in Stockholm, and in related court proceedings in Estonia. Primus Estonia and Primus Lithuania also represented Polaris in all aspects of the purchase transaction and the associated financing and sale to Elisa. Arbitration was handled by Primus Estonia Partner Anton Sigal and Associate Liis Konn, while Partner Gerli Kilusk handled the transaction. The Lithuanian deal side was handled by Partners Giedre Dailidenaite and Ernesta Ziogiene and Associate Petras Pinevicius.

The Fort transaction team in Estonia was led by Partner Minni-Triin Park, with the financing team led by Partner Kirsti Pent and the competition team led by Partner Rene Frolov. The Lithuanian team was lead by Partners Andrius Mamontovas and Ruta Radzeviciute-Meizeraite.

The Raidla Ellex team advising East Capital Explorer was led by Partner Risto Vahimets and Toomas Vaher and Senior Associate Gerda Liik, with Partner Sven Papp advising AS Starman. 

Dentons and CHSH have advised Flex, the sketch-to-scale solutions provider, and Noerr has advised RIB Software AG, the 5D building information modeling provider, on their entry into a joint venture for the housing and building industries.

The joint project, YTWO Formative, will provide a global cloud-based software solution for the building and housing industries. The new platform will allow companies to manage projects, from planning time, cost, and materials to creating a complete 3D model to end-to-end supply chain management and project completion. Each company will invest approximately USD 60 million into the joint venture.

The Dentons team was led by Joerg Karenfort and Rene Grafunder. Merger control proceedings were carried out in cooperation with Dentons offices in Poland, Slovakia, and the Czech Republic, along with CHSH in Austria. The full Dentons team consisted of Berlin-based Associates Anna Ritte and Laura Appell, London-based Partners Martin Fanning and Adrian Magnus and Managing Associate Alex Haffner, Warsaw-based Partner Agnieszka Stefanowicz-Baranska and Junior Associate Tomasz Kordala, Prague-based Partner Tomas Bílek and Senior Associate Vladimíra Kubova, Bratislava-based Partner Zuzana Simekova and Associate Maros Kocis, Chicago-based Partner Michael Froy, Hong Kong-based Partner Keith Brandt, and Muscat-based Partner Paul Sheridan.

The Noerr team advising RIB Software AG consisted of Frankurt-based Partners Laurenz Wieneke and Till Kosche, Berlin-based Partner Kathrin Westermann, Frankfurt-based Associated Partner Fabian Badtke, and Berlin-based Associate Robert Pahlen.

 CHSH did not reply to our inquiries on the matter.

Editor’s Note: After this article was published, CHSH announced that its team consisted of Partner Bernhard Kofler-Senoner, Attorney Michael Mayer, and Associates Johannes Frank and Stefan Hirner.

Schoenherr has advised Kansai Paint Co Ltd., from Osaka, on the acquisition of the Helios Coatings Group from Ring International Holding AG (“RIH”), GSO Capital Opportunities Fund II (Luxembourg) S.a r.l., and Templeton Strategic Emerging Markets Fund IV, LDC. The sellers were advised by Brandl & Talos.

The acquisition is structured as a purchase of all the shares of the Helios Group top holding company, Annagab S.A. The transaction documentation was signed on December 6, 2016. The transaction is subject to competition authority approval in Austria and other countries and the satisfaction of customary closing conditions.

Kansai Paint will spend EUR 572 million for the acquisition of Helios Group, subject to price adjustment at the closing date.

Schoenherr acted as lead counsel to Kansai Paint, negotiating the share purchase agreement and providing legal advice throughout 14 jurisdictions.

Based in Austria and Slovenia, the Helios Group is a manufacturer of coatings in South Eastern Europe with companies and production sites in 18 countries worldwide. Kansai Paint is a coatings and chemicals group headquartered in Osaka and listed on the Tokyo Stock Exchange. The group is involved in the manufacture and sale of automobile and industrial paints, among others. According to Schoenherr, “with more than 12,000 employees worldwide, Kansai Paint is one of the world’s top ten paint manufacturers with production sites in over 43 countries.” 

RIH manufactures stationery products and coatings, and is made up of 64 companies, 21 of which are production facilities. Worldwide, RIH employs 3,000 employees on three continents.

The Schoenherr team advising Kansai Paint led by Partner Christian Herbst included transaction teams in Austria, Slovenia, and 12 other CEE jurisdictions. The Austrian team was led by Attorney Maximilian Lang and included Partner Bernd Rajal and Associate Alexander Mazevski. The Slovenian team was led by Partner Marko Prusnik.

The additional Schoenherr CEE teams were led by Belgrade-based Partner Luka Lopicic and Attorney Jovan Barovic, Bratislava-based Patner Stanislav Kovar, Brussels-based Attorney Ana Taleska, Budapest-based Kinga Hetenyi, Bucharest-based Partner Monica Cojocaru, Istanbul-based Attorney Murat Kutlug, Prague-based Partner Vladimir Cizek, Sofia-based Partner Alexandra Doytchinova, Warsaw-based Attorney Grzegorz Barszcz, and Croatia-based Attorney Dina Vlahov Buhin.  

In Japan, Oh-Ebashi LPC & Partners in Osaka acted as legal adviser to Kansai Paint, working alongside Schoenherr.

The Brandl & Talos team was led by Partners Thomas Talos and Roman Rericha, who stated that, “as a long-standing advisor to Ring International Holding and having acted as Lead Counsel for almost all of its acquisitions in the course of its company history, we are very pleased that we were able to accompany Ring in this meaningful transaction.”

Talos and Rericha were supported by Brandl & Talos lawyers Markus Arzt, Sabine Schmidt, Georg Gutfleisch, Julie Anne Mae Sugay, and Bernhard Sturma. 

Image Source: helios-group.eu