Category: Deals and Cases

Dentons has advised Polish Enterprise Fund VII, a private equity fund managed by Enterprise Investors, on the EUR 170 million sale of a 100% stake in the Scitec Nutrition sports nutrition producer, to Ascendis Health, a South African publicity listed health and care brands company. Ascendis Health was advised by Wolf Theiss.

According to Dentons, “this transaction involved cross-border representation for EI in various European jurisdictions as well as South Africa. The team also represented EI during its original investment in Scitec in 2012.”

The Dentons team was led by Partner Edward Keller.

According to Wolf Theiss, “this acquisition is one of the most visible private transactions in the CEE region this year. The cross-border deal, which was one of the first acquisitions for the South African buyer in the CEE region, concerned more than a dozen European jurisdictions. The legal review, apart from the traditional legal fields, extended to food and health safety regulations in each of these jurisdictions. Also, given the worldwide presence of the target as well as the extended investment portfolio of the buyer, the merger control and regulatory compliance analysis extended to more than 50 jurisdictions across the globe.”

Wolf Theiss also describes the transaction as “particularly unique,” as “Ascendis has raised completion funds by way of a 1.2 billion ZAR (South African Rand) rights offering and vendor consideration placement on the Johannesburg Stock Exchange. This complexity required detailed legal analysis and drafting in the transaction documents, as well as advising on aspects of underwriting agreements with Absa Bank and HSBC Bank to underwrite any shares not subscribed for.”

The Wolf Theiss transaction team was led by Partners Janos Toth (in Hungary) and Richard Clegg (in Bulgaria), supported by Budapest-based Senior Associate Melinda Pelikan. The team in Hungary consisted of Associates Mark Chiovini, Zoltan Bodog, Peter Ihasz, Eniko Lukacs, and Zoltan Banki. Warsaw-based Senior Associate Dariusz Harbaty and Sofia-based Associate Nikoleta Ratcheva assisted on transactional matters, Vienna-based Associate Paul Hesse advised on competition matters, and Vienna-based Partner Georg Kresbach advised on intellectual property matters.

Editor’s Note: This article was revised after publication to incorporate updated information about the deal and the Wolf Theiss team working on the matter.

Image Source: scitec-nutrition.sk

Sayenko Kharenko has represented shipping company V.F. Tanker in its successful challenge to special sanctions requiring the temporary suspension of its foreign economic activity in Ukraine applied by the Ministry of Economic Development and Trade of Ukraine upon the request of the Security Service of Ukraine. As a result of the firm’s work demonstrating there had been no violation by V.F. Tanker the special sanctions were cancelled by the Ministry.

Established in 2000, V.F. Tanker specializes in liquid bulk cargo transportation by inland and international waterways. The company forms part of the VBTH shipping division of the UCL Holding international transportation group, which consists of a variety of Russian shipping, railway, stevedore, and logistic companies. The holding also includes Volga Shipping Company and North-Western Shipping Company, stevedores operating in the ports of Saint Petersburg, Ust-Luga, Tuapse, and Taganrog, and various shipbuilding and cruise assets. The company has 92 self-propelled, non-self-propelled and technical vessels in commercial service, and its transportation geography covers the inland waterways of the European part of Russia and the basins of the Black, Azov, Caspian, Mediterranean, Baltic, and North seas.

Sayenko Kharenko’s work included drafting different requests and other documents and conducting negotiations with the Ministry of Economic Development and Trade of Ukraine. The firm’s team was led by Partner Tatyana Slipachuk and included Counsel Anzhela Makhinova and Associate Ivan Baranenko.

Allen & Overy is reporting that it was international counsel to the Ministry of Finance of the Republic of Poland on its issue of RMB3 billion (approximately EUR 405 million) panda bonds, underwritten by Bank of China Limited and HSBC Bank (China) Company Limited. China’s Zhong Lun Law Firm was Chinese counsel to the Ministry of Finance, and the Global Law Office advised the banks.

According to Allen & Overy, with the issuance Poland — the country’s first CNY-denominated issuance — becomes the first European sovereign to issue a CNY-denominated bonds in China’s domestic capital markets. 

“The panda bond market is still in development stages as regulations for these issuances continue to evolve,” said A&O Hong Kong Counsel Agnes Tsang, who co-led the firm’s work on the deal along with Warsaw-based Partner Piotr Lesinski, “but the sentiment is that panda bonds will continue to gain traction particularly for those foreign entities with an interest in the China market. Poland’s issuance is indicative of this and could also pave the way for further European sovereigns.” Lesinski and Tsang were supported by Lukasz Walczyna, Alice Leung, Tian Tian Wang and Cammy Man.

A&O reports that it has been mandated on a number of panda bond issuances since Chinese regulators announced they would make it easier for foreign issuers to access the market last summer. Most recently the firm advised on Chong Hing Bank’s panda bond issue that debuted in April.

Liniya Prava is reporting that, on August 23, 2016, it entered into a cooperation agreement with the Investors Group Iran relating to what it describes as “complex support of investment and trade projects in Russia and Iran.”

According to Liniya Prava, Investors Group Iran (IGI) is “a major investment and consulting Iranian company with a number of successful projects in the Middle East and North Africa regions.”

“The Iranian economy, especially after the lifting of sanctions, is becoming more and more attractive for international and Russian players,” commented Liniya Prava Partner Vadim Konyushkevich, who heads the firm’s Foreign Investments practice. “One may see such interest not only in the traditionally strong energy and natural resources industries, but also in development of cross-border trade. In rendering legal services we try our best to win the most comfortable terms and conditions of doing business abroad for our clients. I am sure that partnership with IGI advising both on investment and legal matters will provide our clients with certain benefits in terms of effective support of Russia-Iran projects.”

“In view of the reduction of geopolitical risks Iran seeks to attract a lot of new foreign investors, especially from Russia, and makes significant efforts in this regard,” added IGI CEO Oliver Naderi. “We hope that our cooperation with LP will be productive and mutually favorable.”

Acting on behalf of the Vienna Hospital Association, Fellner Wratzfeld & Partner has organized a public private partnership model to procure the design, construction, and facility management of radiation therapy centers to be established at various locations. The investment volume amounts to approximately EUR 85 million and the estimated useful life is 25 years.

According to a statement released by FWP, “apart from drafting the complex PPP contract, the mandate included structuring and implementing the multi-level procurement procedure. Together with the school construction PPPs entered into by the City of Vienna – where FWP also advised during the model development and procurement phases – this PPP project is one of the first construction projects in Austria without an impact on the Maastricht deficit.”

The firm’s team was led by Partner Michael Hecht and Attorney at Law Rudolf Pekar.

The Balcioglu Selcuk Akman Keki Attorney Partnership (BASEAK) has advised the EBRD on its investment in Aksa Enerji Uretim A.S.’s Turkish lira-denominated bonds of 3 years maturity. The value of the investment was TL 100 million (approximately EUR 30 million).

Aksa Enerji is the second largest independent power producer in Turkey. Its production portfolio includes 16 power plants producing electricity using natural gas, lignite, wind, hydro-electricity, and oil. 

According to BASEAK, “EBRD participated as an anchor investor in Aksa Enerji’s senior unsecured TL denominated bond issuance which was part of Aksa’s existing bond program.” The firm’s team was led by Partner Mufit Arapoglu, supported by Associate Cenk Yilgor.

Egorov Puginsky Afanasiev & Partners (EPAM) has successfully represented American international paint and coatings manufacturer Valspar before the Russian Federal Antimonopoly Service (FAS) regarding Sherwin-Williams USD 11.3 billion acquisition of 100% of shares in the company. The deal is expected to be completed by the end of the first quarter of 2017.  

EPAM represented Valspar in its successful application for regulatory approval of the acquisition and in preparing documentation for the FAS, evaluation of Valspar’s market share, and interactions with Sherwin-Williams representatives. 

The EPAM team advising Valspar was made up of Partner Anna Numerova, Senior Associate Elena Kazak, and Associate Ksenia Firsova. 

Gecic Law and DLA Piper have assisted Air Serbia in a European Commission investigation related to Etihad Airways’ investment in the Serbian Airline. According to Air Serbia, Karanovic & Nikolic was also involved in the first year of the process.

Etihad acquired a 49% stake in JAT Airways, Air Serbia’s predecessor, in August 2013. In April 2014, the EC launched an investigation into Etihad’s investments in European airlines to identify whether its foreign ownership of European carriers complies with EU airline licensing rules — relevant to Air Serbia despite the country not being a EU member due to its candidacy for accession. The investigation was concluded in July 2016 with the EC finding that the UAE’s carrier’s investment in Air Serbia is in line with European Union rules on ownership and effective control of airlines. 

The Air Serbia in-house team consisted on Natasa Vuksic — the Air Serbia Head of Finance at the time — and Danijela Popadic, the company’s General Counsel & Company Secretary.

The Gecic Law team was led by Partner Bogdan Gecic and included Special Counsel Jelena Adamovic. 

Partners Mark Franklin, Tony Payne, and Alexandra Kamerling and Senior Associate Geoffrey Deasy formed the DLA Piper team. 

Editorial Note: After the story was published, Karanovic & Nikolic confirmed it’s involvement in the matter stating it “played a significant role in this case, as Partners Dejan Nikolic and Marjan Poljak provided their expert help in setting up the initial defense for Air Serbia and represented the company in front of the European Commission in Brussels at the very beginning of the process.”

Image source: airserbia.com

Cobalt is advising DNB Bank and Sorainen is advising Nordea on the agreement between the two to combine their operations in Estonia, Latvia, and Lithuania. DNB’s and Nordea’s Baltic operations have EUR 5 billion and EUR 8 billion in assets, respectively.

Nordea and DNB will have equal voting rights over the combined bank, while maintaining different economic ownership levels that reflect the relative equity value of their contribution to the combined bank at the time of closing. The transaction is conditional upon regulatory approvals and conditions, and is expected to close around Q2 2017. The banks will operate independently until all necessary approvals have been received.   

According to a DNB press release describing the agreement, “Nordea’s and DNB’s operations in the Baltics are a great match, with complementary lines of business. Nordea has built a strong position within the large corporate segment whereas DNB is strong in the SME segment. Together, the banks will also have an even larger and more competitive retail business. Furthermore, the combined bank will have a strong geographic presence, with Nordea’s strong Estonian, DNB’s strong Lithuanian and jointly strong Latvian footprints. Nordea’s and DNB’s Baltic operations have 1300 and 1800 employees … respectively.”  

“Combining knowledge of the Baltic market, close cooperation with our customers and developments in digital banking, Nordea has over the years built a solid and successful bank in the Baltic region with a strong position as number three in the Baltics, said Inga Skisaker, Head of Banking Baltic Countries, Nordea. “Now it is time to take the next step and build for the future. Together we will have the scale, stronger geographic presence and broader product offering enabling us to become the main bank for customers in the Baltics.”  

“With over 70 branches in the Baltics, DNB has created dynamic and customer-centric operations,” said Mats Wermelin, Head of Baltic Division, DNB. “Scale is key in banking today, with larger banks having more efficient use of resources. The new bank will be better equipped to counter increasing competition in the region and capitalize on scale in order to become the main bank for more businesses, customers and partners in the Baltics.”   

The Cobalt team advising DNB Bank in Estonia was led by Partners Peeter Kutman, Kristel Raidla-Talur, and Elo Tamm, and Senior Associate Heleri Tammiste, in Latvia by Managing Partner Dace Silava–Tomsone, Partner Toms Sulmanis, and Specialist Counsel Andrejs Lielkalns, and in Lithuania Managing Partner Irmantas Norkus and Managing Associates Eva Suduiko and Ieva Sodeikaite.  

The pan-Baltic Sorainen team was led by Partners Rudolfs Engelis, Tomas Kontautas, and Reimo Hammerberg, and included Lithuania-based Senior Associate Daiva Liubomirskiene and Specialist Counsel Mantas Petkevicius, Latvia-based Senior Associates Santa Rubina and Janis Bite, and Estonia-based Senior Associates Jane Eespold and Piret Lappert.

Image Source: Olga355

Estonia’s Eversheds Ots & Co has advised Wellman OU and Snegovik OU on the sale of 80% of the shares in the issued share capital of Friendly Finance OU to Tirona Limited.

According to an Eversheds Ots & Co statement, “Friendly Finance offers convenient and innovative everyday financial services. They are changing the common understanding of financial products by offering short term loans with higher speed and flexibility using the latest innovations in IT and mobile OS.”

The Eversheds Ots & Co team was led by Managing Partner Maivi Ots.

Baker & McKenzie advised Tirona Limited on the deal.