Category: News

Ellex has advised OP Financial Group on its sale of all shares of non-life insurance company Seesam Insurance AS to Vienna Insurance Group. Skrastins & Dzenis in Latvia, Tark in Estonia, and Motieka & Audzevicius in Lithuania advised the Vienna Insurance Group on the acquisition. 

The parties signed the share sale and purchase agreement on December 18 2017, although the transaction remains subject to approval by the local regulatory authorities.

Seesam was founded in 1991 in Estonia and has offices in all three Baltic countries. It has over 200,000 customers and sells its non-life products across all distribution channels. In 2016 the company reported gross written premiums of around EUR 60 million, and currently has 335 employees.

Seesam’s parent undertaking, OP Financial Group, is Finland’s largest financial services group. OP offers banking, asset management, and insurance services to companies and private persons. The OP Group includes 180 member-banks, over 4 million clients, and nearly 12,000 employees, and the total assets of the Group exceed EUR 80 billion.

Vienna Insurance Group, which is almost 200 years old, has about 50 group companies in 25 countries and a staff of about 25,000 employees. Its shares are listed on the Vienna and Prague Stock Exchanges.

The Ellex Raidla team in Estonia was led by Partner Sven Papp, supported by Senior Associates Gerda Liik and Martin Maesalu. The Ellex Klavins team in Latvia was led by Senior Associates Sarmis Spilbergs and Martins Gailis, with the help of Associate Kristiana Matuzevica. The Ellex Valiunas team in Lithuana was led by Partner Dovile Burgiene, supported by Partner Marius Juonys and Senior Associates Lina Zolyne, Ilona Janciauskaite, and Alina Makovska.

The Tark team in Estonia advising the Vienna Insurance Group was led by Partners Hannes Kuun and Tanel Tark and included Partners Allar Aru and Marit Savi and Senior Associate Tanel Kuun.

The Motieka & Audzevicius team in Lithuania included Partner Giedrius Kolesnikovas and Associates Michail Parchimovic, Sigita Adomaityte, Rokas Jankus, and Martynas Bendikas.

TGS Baltic has represented Credit Value Investments and the funds managed by it during an investment procedure in bonds of AB Civinity. The nominal value and the issue price of the issued bonds is EUR 11 million, while the nominal value and the issue price per bond is EUR 100,000. The bonds will be redeemed after four years.

The firm reports that its “help consisted in structuring the bond issue and creating the issuer’s related necessary instruments for ensuring the performance of obligations,” and it reports that “the team has also structured the transaction, instruments ensuring the performance of obligations, prepared related legal documentation and carried out Civinity’s legal due diligence.”

AB Civinity manages companies administrating and maintaining residential and commercial buildings in Lithuania and Latvia.

Credit Value Investments is an independent Polish investment company operating in Central and East European financial markets. The company has implemented over 500 transactions and the value of managed assets exceeds EUR 750 million. This transaction is the company’s first investment in Lithuania.

TGS Baltic’s team consisted of Lithuanian Partner Vidmantas Drizga, Associate Partner Ieva Dosinaite, and Senior Associate Mantas Gofmanas, and Latvian Partner Andra Rubene and Senior Associate Inese Rendeniece. 

Cobalt has advised venture capital firm Karma Ventures on yet another investment, this time in Vilnius-based CGTrader.

Cobalt describes CGTrader, founded in 2011 in Vilnius, as “one of the largest 3D model marketplaces,” and says that “they provide 3D models for professionals in computer graphics, gaming, video production, advertising, VR/AR, and other industries.” According to Cobalt, “in the investment round, they raised EUR 2 million that will be used to accelerate marketplace growth, build infrastructure that will make 3D designers’ workflow more efficient, and establish presence in the United States, which is currently the largest market for 3D models.”

Karma Ventures is an early-stage venture capital firm specializing in late seed and A round investments in European tech startups. Just last week Karma Ventured announced its investment in Sonarworks, a Latvian innovative audio technology startup (as reported by CEE Legal Matters on December 15, 2017), and it has previously invested in AppGyver (as reported by CEE Legal Matters on October 24, 2017), Plumbr (as reported by CEE Legal Matters on April 19, 2017), SpectX (as reported on June 9, 2017), Adaptive Simulations (as reported on May 9, 2017), and Minut, Inc. (as reported on November 27, 2017).

Cobalt’s team was led by Estonian Partner Kristel Raidla-Talur and Associate Greete-Kristiine Kuru. Cobalt Lithuania assisted with due diligence and local legal advice.

Baker McKenzie is advising PKN Orlen in connection with its planned acquisition of shares of Unipetrol a.s., the largest refining and petrochemical group in the Czech Republic. 

PKN Orlen, which already holds a 62.9% equity interest in Unipetrol, has launched a conditional voluntary tender offer for shares in the Czech company. The offer is conditional on PKN Orlen acquiring at least 90% of Unipetrol’s share capital. Ultimately, Baker McKenzie reports, PKN Orlen aims to buy all Unipetrol shares and have the company delisted from the Prague Stock Exchange.

Unipetrol a.s. is the largest refining and petrochemical group in the Czech Republic. It owns refineries in Litvinov and Kralupy, the largest local retail chain Benzina (with 400 service stations), and Spolana, the sole PVC and caprolactam manufacturer on the Czech market.

The Baker McKenzie team is led by Warsaw-based Partners Tomasz Krzyzowski and Krzysztof Haladyj, and includes Prague-based Partners Alexandr Cesar and Libor Basl.

SPCG has advised Dyskret Polska group on the sale of the Vinci Office Center in Krakow to Benson Elliot — one of five Polish office buildings Benson Elliot acquired on behalf of its pan-European fund for a total of EUR 100 million. Benson Elliot was advised by Hogan Lovells on all five acquisitions, with the real estate team advising Benson Elliot on the Vinci transaction — the last of the five — moving to Greenberg Traurig in September 2017, though Hogan Lovells continued advising Benson Elliot on Banking/Finance aspects and Tax matters on that, as on all five acquisitions.

According to a Benson Elliot press release, “the five properties have all been recently delivered or refurbished to a high specification, and are situated in central locations in their respective markets. The buildings acquired are: Opera (Gdansk): A Class A office building completed in 2012 and located in Gdansk, Poland’s principal seaport. The 8,290 square meter building is arranged over ground and five upper floors. Let to eight tenants, including Raiffeisen Polbank, KPMG, Lloyd’s Register and Metsa Group Services. Vinci (Krakow): A Class A office building completed in 2010. The 20,400 square meter building arranged over 13 floors [and] let to international corporates including Akamai, Heineken, Genpact and Rolls-Royce. Forum 76 (Lodz): A Class A office building, located on a prominent plot in the centre of Lodz. The 7,910 square meter building was completed in 2009 and is arranged over ground and six upper floors. The property is let to BNP Paribas, Bank Zachodni WBK, Airbus, Philips Lighting, Magellan, and Deloitte Polska, among others. Okraglak and Kwadraciak (Poznan): Two landmark, architecturally significant office buildings located in the city center of Poznan. The buildings, totaling 7,900 square meters, are arranged over ground and nine (Okraglak) and five (Kwadraciak) upper floors. Originally completed in 1955 as the Central Department Store (designed by renowned Polish architect Marek Leykam), the buildings were later converted to office use in 2012. The buildings are let to GFT Group, PKO Bank, and Bank Zachodni WBK, among others.”

Joseph DeLeo, Benson Elliot Senior Partner, said: “Poland remains one of Europe’s strongest economies, with GDP growth averaging more than 3% over the past decade. With 75% of trade geared into the EU, the country is a principal beneficiary of Europe’s broader recovery, and continues to be a favored destination for global outsourcing and shared services. With these four acquisitions we feel we’ve established a solid position for Benson Elliot in strong regional markets, with prime properties offering real value growth potential.” 

According to SPCG, a preliminary contract was signed for the Vinci Office Center in June 2017, and the final sale contract was signed in September 2017. According to the firm, “Centrum Biurowe Vinci is a modern A-class office building, one of the largest in Krakow. It offers a total space of 20,400 square meters. The facility has 13 stories. In June 2011, the facility was awarded The First Class Prize in the Building of the Year 2010 competition organized by the Minister of Infrastructure and the PZIiTB Construction Association. The office space in the building is let to international corporations such as Akamai, Heineken, Genpact and Rolls-Royce.”

The SPCG team was led by Partner Wawrzyniec Rajchel, who explained that: “The turn of the year 2016 and 2017 was unfavorable for the office building sales market in Poland. This situation has led to the suspension or even collapse of a number of similar projects. We are very happy that we were able to finalize the sale of Vinci Office Center in a way satisfactory to both the seller and the buyer in this environment.” Rajchel’s team included Partners Jakub Gorski and Agnieszka Soja, Senior Associate Lukasz Przyborowski, and Associates Lukasz Koc, Pawel Lekawski, and Piotr Sitarek.

The seller in the Gdansk transaction was EURO STYL, which was advised by Jasinski Kancelaria Radcow Prawnych. 

The seller in the Lodz transaction was Virako, which was advised by Dentons.

The seller of the Okraglak and Kwadraciak offices in Poznan was Immobel, advised by Bieniak Smoluch Wielhorski Wojnar i Wspolnicy.

The Hogan Lovells team on the Gdansk transaction included Anna Wisniewska, Agata Jurek-Zbrojska, Pawel Gnas, Piotr Zawislak, Andrzej Debiec, and Zbigniew Marczyk.

The Hogan Lovells team on the Vinci transaction included Piotr Zawislak, Mateusz Dereszynski, Dominika Sulak-Seyfried, Anna Wisniewska, Agata Jurek-Zbrojska, Agnieszka Biernacka, Pawel Gnas, Andrzej Debiec, and Zbigniew Marczyk.

The Hogan Lovells team in the Lodz transaction included Anna Wisniewska, Agata Jurek-Zbrojska, Pawel Gnas, Andrzej Debiec, and Zbigniew Marczyk.

The Hogan Lovells team in the two Poznan transactions included Anna Wisniewska, Agata Jurek-Zbrojska, Pawel Gnas, Andrzej Debiec, and Zbigniew Marczyk.

Hogan Lovells lawyers Agata Jurek-Zbrojska and Agnieszka Biernacka both moved to Greenberg Traurig in September, 2017, though both continued working for Benson Elliot on the Vinci acquisition in Krakow after the move.

Editor’s Note: After this article was published, Act BSWW informed CEE Legal Matters that its team advising Immobel on the sale of the Okraglak and Kwadraciak offices in Poznan was led by Managing Partner Marek Wojnar and Marta Kosiedowska.

Kocian Solc Balastik has advised Energo-Pro on matters of Czech law related to its December 8, 2017, EUR 370 million debut Eurobond issue in London. Energo-Pro was advised as to English law by lead counsel Herbert Smith Freehills, as to Bulgarian law by Tsvetkova Bebov Komarevski, and to Georgian law by the BLC Law Office. The Joint Bookrunners (Citigroup Global Markets Limited and J.P. Morgan Securities plc) and Joint Lead Managers (Citigroup and J.P. Morgan, as well as Banca IMI S.p.A, Komercni banka, a.s., and UniCredit Bank AG), and Trustee (Citibank, N.A London Branch) were advised by Allen & Overy on Czech and English law and by Spasov & Bratanov on matters of Bulgarian law.

The bonds that will be listed on the Irish Stock Exchange mature on December 7, 2022 and carry a 4.000% annual coupon, and the issue price was 100%. S&P and Fitch assigned the bonds a rating of BB- and BB, respectively, in line with the corporate rating of Energo-Pro.

The bonds were sold to a broad range of international institutional investors across Europe, with an orderbook in excess of EUR 800 million. The net proceeds will be used for repayment of existing Group indebtedness and general corporate purposes.

“It was our debut issue on the international capital markets and it was a nice surprise for us to see such strong interest of more than 80 investors,” said Energo-Pro spokeswoman Hana Hikelova. “It is an expression of trust in our strategy and a confirmation of our strong position in the energy sector,”

Energo-Pro operates hydroelectric power stations in the Black Sea and Caucasus regions. Originally a Czech company, it gradually expanded to Bulgaria, Georgia, and Turkey, and it is also active in the electricity distribution and sale market, owning and operating electricity distribution networks in Bulgaria and Georgia which serve more than two million customers.

The Kocian Solc Balastik team included Partners Christian Blatchford and Martin Krejci and Associate Ondrej Mikula. The Tsvetkova Bebov Komarevski team consisted of Partner Nikolay Bebov, Senior Associate Damyan Leshev, and Associate Petar Ivanov. The Allen & Overy team in Prague was led by Senior Associate Petr Vybiral, supported by Trainee Milan Sykora, and in London by Partner Philip Smith, supported by Senior Associate Peter Crossan. The Spasov & Bratanov team was led by Managing Partner Georgi Spasov and included Senior Associates Ina Raykova and Petar Dyankov.

Schoenherr, working alongside global lead counsel Ashurst, has advised Deutsche Private Equity Management III on its acquisition of leaflet printing business Euro-Druckservice from a consortium of three company shareholders. Clifford Chance advised EDS’s shareholders on the sale. Financial details of the transaction were not disclosed. 

DPE is an independent German investment company based in Munich, specializing in the long-term expansion financing of mid-sized companies in Germany, Austria, and Switzerland. Founded in 2007, DPE has successfully launched three funds managing assets totaling EUR 1.2 billion. The company’s investments are mainly in the energy and environmental technology, industrial technologies, and healthcare sectors.

Schoenherr describes EDS, which was founded in 1992 and headquartered in Passau, Germany, as “the leading provider of print marketing solutions for retailers in Central and Eastern Europe, with core competences in the production of advertising material, magazines and journals as well as digital services. The company employs around 1,500 people across Poland, the Czech Republic, Germany, Hungary and Romania, and its turnover reached EUR 275 million in FY2016.”

The Schoenherr team advising DPE was led by Vienna-based Partner Markus Piuk, supported by Budapest Partners Zita Albert and Gergely Szaloki, Prague Partner Vladimir Cizek, Warsaw Partner Pawel Halwa, and Bucharest Partners Madalina Neagu, Silvia Opris, and Adriana Radu. Additional Schoenherr  team members assisted from the firm’s corporate/m&a, real estate, regulatory, and labor & employment practice areas in Romania, the Czech Republic, Poland and Hungary. 

Clifford Chance’s team was made up of Munich-based Partner Nicole Englisch, Frankfurt-based Counsel Cristina Weidner and Senior Associate Florian Holder, Munich-based Associate Laura Treublein, Frankfurt-based Associate Artur Swierczok, and Dusseldorf Counsel Dmitri Slobodenjuk, along with other unnamed lawyers from Clifford Chance’s Luxembourg, Prague, Warsaw, and Bucharest offices.

Sorainen has provided full support to PlusPlus on registering in a public list of consumer credit providers in Lithuania and during the process of establishment and registration and in PlusPlus’s relations with the Bank of Lithuania.

In expanding its operations, PlusPlus is planning to acquire and administer consumer loan portfolios in Lithuania. A member of the PlusPlus group of companies, PlusPlus is owned by a pan-Baltic receivables management company with offices in Tallinn, Riga, and Vilnius.

The Sorainen team was led by Partner Tomas Kontautas and Counsel Augustas Klezys and included Associates Lina Ragainyte, Urte Armonaite, and Inga Macijauskaite, and Legal Assistant Paulius Sadauskas.

Wolf Theiss has advised France’s Saint-Gobain on Polish and Austrian law matters related to its acquisition of a 90% stake in the Polish company ISOROC Polska from Austrian company ISOROC Holding AG, represented by Austrian industrialist Alexander Maculan. The formal signing took place on November 24, 2017, and Wildmoser/Koch & Partner Rechtsanwalte advised the sellers.

Saint-Gobain is a globally operating industrial group headquartered in Paris. In its own words, it “designs, manufactures and distributes materials and solutions which are key ingredients in the well-being of each of us and the future of all.” Saint-Gobain’s brand portfolio includes Rigips, ISOVER insulation products, Sekurit Autoglas, Saint-Gobain Glass, and the building materials distributor Raab Karcher.

ISOROC Polska is a producer of eco-friendly insulation materials and operates a plant located in Nidzica (160 km north of Warsaw) with a capacity of 35,000 tons of insulating mineral wool products.

“ISOROC Holding and Saint-Gobain had already had business contacts for years,” said Wildmoser/Koch & Partner Partner Felix Michael Klement, who led his firm’s team on the deal. “For example, ISOROC Holding sold its stake in one of the largest Russian stone wool plants to Saint-Gobain. We experienced very harmonious Austrian-French contract negotiations.” Klement was supported by Wildmoser/Koch & Partner lawyers Max Rammerstorfer and Voijtech Joza in Vienna, and by Polish attorney Agnieska Pokora, from the Marciniuk & Partner law firm in Warsaw. 

Wolf Theiss’s team was led by Partner Christian Mikosch in Vienna, supported by Associate Daniel Kocab (Vienna), Partner Jacek Michalski (Warsaw), and Associate Joanna Wajdzik (Warsaw).