Category: News

Paksoy has advised Condair Group AG, a Swiss manufacturer of commercial and industrial humidification devices and systems, on its October 26, 2018 entrance into a share purchase agreement and shareholders agreement with Gokhan Yalinay to establish a joint venture in Turkey.

The joint venture will distribute Condair’s products in Turkey and neighboring countries in Central Asia.   

The Paksoy team was led by Partner Elvan Aziz, working with Senior Associate Selin Barlin Aral, Tax Specialist Ertugrul Acar, and Associate Deniz Ozkan.

Primus has advised Madara Cosmetics, the Latvian manufacturer of natural and organic cosmetics, on its share offering to investors in Latvia and Estonia, with the subscription period lasting between October 16 and November 3. Following the completion of the offering, Madara intends to list its shares on the Nasdaq First North alternative market in Riga, with trading expected to commence in the first half of November.

According to Primus, “Madara is a well-established brand in Latvia and beyond, operating a brand-new factory in Riga, Latvia, and selling its products to over 25 countries in the European Union and other regions, with a particular focus on Northern Europe where disposable incomes are high and consumer trends favor organic manufacturers. Madara’s sales in 2017 are expected to reach EUR 7.8 million, with 2018 sales projected at EUR 10 million.”

Primus reports that it “represented Madara on all aspects of the offering, including due diligence, the drafting and registration of the prospectus, and regulatory matters.” The firm’s team was led by Partner Zane Eglite-Fogele in Riga and Partner Anton Sigal in Tallinn.

Clifford Chance’s Prague office has advised KKCG Investments AG on the acquisition of a majority stake in AutoCont Group, the largest supplier of information and communication technologies in the Czech Republic and Slovakia. Clifford Chance also advised on the financing of the transaction. Velisek & Podpera advised the sellers on the deal. Financial details were not disclosed.

KKCG’s investment equates to a 70 percent stake in AutoCont, with the remaining 30 percent share remaining with the original owners of the company, including its five founders. In 2016 AutoCont reported sales of around CZK 4 billion (approximately EUR 150 million) and operating profit before depreciation exceeded CZK 200 million (approximately EUR 7.5 million).

According to Clifford Chance, “the acquisition of AutoCont will allow KKCG to strengthen its digital business and expand further in this industry sector in Central Europe. KKCG’s current holdings in the technology sector include data centers DataSring and SafeDX, a joint venture with Foxconn. It also manages start-up fund Springtide Ventures.”

The Clifford Chance team was led by Senior Associate Michal Jasek, supported mainly by Junior Associates Jakub Vesely and Tomas Prochazka. Prague-based Partner David Kolacek supervised the team. Financing aspects were managed by Partner Milos Felgr, who was primarily assisted by Associate Dominik Vojta.

The closing of the transaction is subject to the approval of the Czech Competition Office and is expected to take place by the end of the year.

The Velisek & Podpera team consisted of Partner Dan Podpera and Senior Associates Ondrej Solc, and Jan Zahradnicek.

Sorainen advised Finland-based Oriola on the sale of its Baltic business to Oribalt Group, controlled by the former management of Oriola’s Baltic subsidiaries. Cobalt advised the buyers on the deal. Financial details were not disclosed.

According to Sorainen, “Oriola, a Finnish-listed retail and wholesale distributor of pharmaceuticals and health and wellbeing products, has a strong position in the pharmaceuticals market in Sweden and Finland. Net sales of the Baltic businesses in 2016 amounted to EUR 54 million, adjusted EBIT EUR 1.2 million, with personnel numbering 160.” Oriola’s Baltic businesses includes the Oriola and Oriola Estonia subsidiaries in Estonia, Oriola Riga and Panpharmacy in Latvia, and Oriola Vilnius in Lithuania.

Kimmo Virtanen, Oriola´s Executive Vice President, explained: “We want to focus on developing our business in Finland and Sweden, where we see great potential and have initiated extensive development projects. In line with our strategy, we decided to sell the Baltic businesses to the companies’ existing management.”

“We are very happy with this acquisition,” stated Pekka Ruokanen, Oribalt Group SIA Director. “Our acquiring group has several years of experience in leading the Baltic businesses, and we are excited to continue developing them further as owners. The high quality of services and long-term business development are our top priorities also in the future.”

According to Sorainen, the firm, “as lead counsel on the sell-side, structured the deal and prepared transaction documentation, including a framework share purchase agreement encompassing full divestment of shares in five target companies established in three different countries. Among other issues, the transaction included a highly complex acquisition financing structure.” The firm’s pan-Baltic project team was led by Partner Sergej Butov and included Senior Associates Janis Bite, Jonas Kiauleikis, and Piret Lappert, and Associates Alina Kalvisa, Kai Vainola, Toms Vilnis, and others.

According to Cobalt, the firm “advised the clients in all stages of the transaction, including in negotiations of the sale and purchase agreement, as well as loan and security documentation related to the financing of the acquisition.” The Cobalt team was led in Latvia by Specialist Counsel Edgars Lodzins and Managing Partner Lauris Liepa with assistance of Senior Associates Inga Tenisa and Elina Locmele and Associates Marija Berdova and Krisjanis Buss. In Estonia the team was led by Partner Marina Tolmatshova, assisted by Associate Christine Magi. The firm’s Lithuanian team was led by Partner Akvile Bosaite with the assistance of Associates Aurelija Balciune and Mantas Juska.

Dimitrijevic & Partners has collaborated with Jadek & Pensa in Slovenia and lead counsel Clifford Chance in assisting Mercator in a series of transactions related to the restructuring of the company’s business operations in Bosnia and Herzegovina. 

According to Dimitrijevic & Partners, “in 2014, following the takeover of Mercator by Croatian concern Agrokor, Konzum was put in charge of all retail operations in Croatia and in Bosnia. Three years afterwards, Agrokor announced that they will restructure retail business in Bosnia and this included, among other things, that 83 ex- Mercator shops have been returned to Mercator. Konzum BH and Mercator BH will operate separately, each responsible for their own stores in Bosnia and Herzegovina.”

The Dimitrijevic & Partners team was led by Stevan Dimitrijevic.

The Jadek & Pensa team was led by Partner Ozbej Merc, while the Clifford Chance team was led by Frankfurt-based Partner Loren Richards.

Lord Goldsmith QC of Debevoise & Plimpton and a team from Akin Gump have represented Russian state-owned oil company PJSC Tatneft in its successful appeal in the English Court of Appeal from a summary judgment decision of the English High Court, allowing the case to proceed to trial.

According to Debevoise, “Tatneft brought the original claim, arguing that the four Ukrainian defendants [Gennadiy Bogolyubov, Igor Kolomoisky, Alexander Yaroslavsky, and Pavel Ovcharenko] each took part in an alleged dishonest ‘oil payment siphoning’ scheme, which allowed them to misappropriate hundreds of millions of dollars from Tatneft. The sums were owed to Tatneft in respect of oil it delivered during 2007 to a refinery in Ukraine, owned by PJSC Transnational Financial and Industrial Company Ukrtatnafta (UTN). The sale of the oil to UTN took place via a variety of intermediary companies, some of which were directly or indirectly controlled by the defendants. The first instance hearing took place over five days, and involved some 70 hearing bundles, extensive skeleton arguments as well as submissions by some of the leading commercial silks in London. The defendants’ case was in that Tatneft’s claim had no merit and ought not to proceed further because there was ‘no real prospect of success.’ Mr. Justice Picken agreed with the defendants, and granted summary judgment against Tatneft on this basis.”

According to Debevoise, it was at this stage that Debevoise & Plimpton London Co-Managing Partner Lord Goldsmith was brought onto the case by Tatneft. “In oral argument before the Court of Appeal,” Debevoise reports, “Lord Goldsmith argued convincingly that there was ‘a real prospect of success’ of establishing the defendants were liable to pay Tatneft compensation for their role in the dishonest oil payment siphoning scheme. Lord Goldsmith further established that Tatneft was entitled to the bring the claims and effectively rebutted any argument that the claims were time-barred.

The court found unanimously in favour of Tatneft on each issue raised in the appeal, and in so doing established an important legal principle not previously decided by the English Courts.”

Goldsmith, who was instructed by Akin Gump, was the lead advocate making Tatneft’s arguments to the Court of Appeal, and was supported by Debevoise Associates Conway Blake, Constantin Klein, and Evgeny Samoylov. The counsel team also included Richard Millett QC, Paul McGrath QC, and David Davies, all of Essex Court Chambers. The Akin Gump team instructing both Goldsmith and the Essex Court Chambers team was led by Partner Ilya Rybalkin and included London Partner Richard Hornshaw, Moscow Counsels Ivan Meleshenko, Gayane Nadzharova, Pavel Kabatov, and Andrey Kulikov, London Counsel Tom Laidler, Moscow Associate Anastasia Konstantinova, London Associates Natascha Steiner-Smith, Hanna Wright, and Nick Turvey, and Junior Associate Anna Podkopayeva.

Moscow Debevoise & Plimpton Partner Alan Kartashkin commented that: “This is a significant and justified victory. It rightfully reverses the original position taken by the courts. It’s particularly pleasing that it was a unanimous judgement from all three judges, who each supported the arguments advanced by my London colleague and lead advocate Lord Goldsmith QC and the wider Tatneft team.”

Akin Gump Partner Ilya Rybalkin said, “We are pleased by today’s ruling by the Court that it was inappropriate for our client’s claim to be dismissed. This matter is now in a place where we always thought it should be: continuing to trial, where Tatneft looks forward to proving its claims for substantial damages.”

Editor’s Note: On March 13, 2018, the Court of Appeal refused an application by defendants for permission to appeal the UK Supreme Court’s ruling reported in this article. According to Akin Gump, “By order dated 13 March 2018, Lord Kerr, Lord Carnwath and Lord Briggs refused permission ⎯⎯ on the basis that the applications do not raise an arguable point of law of general public importance – and ordered the defendants to pay Tatneft’s costs.   Amongst other things, this means that the Court of Appeal’s conclusions on the proper interpretation of CPR 17.4(2), and the doctrine of ‘relation back,’ remain in place. The case is now proceeding, with worldwide freezing orders in place in respect of three out of the four defendants; it is expected to be one of the largest pieces of litigation in the Commercial Court this year.”

Schoenherr, working with lead counsel Gleiss Lutz, has advised French IT service provider Atos SE on the planned acquisition of Siemens Convergence Creators GmbH for an undisclosed price. Siemens AS was represented by Hengeler Muller on the deal, which is expected to close at the end of December 2017 and is still subject to the information/consultation process with employee representative bodies and the approval of the relevant regulatory and antitrust authorities. 

Siemens Convergence Creators GmbH is a global digital transformation solutions provider headquartered in Vienna. Schoenherr reports that, “with its highly skilled engineers and a total headcount of nearly 800 staff, CVC delivers software based solutions in the fields of communication networks, service and customer management, public safety and security, [and] multimedia infotainment, as well as space technology.”

Schoenherr describes Atos, which is listed on the Paris stock exchange, as “a global leader in digital transformation with approximately 100,000 employees in 72 countries and revenue of around EUR 12 billion in 2016.”

In addition to advising Atos in Austria, Schoenherr provided local law advice in Romania and Croatia. The Schoenherr team was led by Vienna-based Partner Florian Kusznier, supported by Vienna-based Attorney Julia Wasserburger and Associate Arzu-Sema Cakmak, Bucharest Partner Madalina Neagu and Attorney George Ivan, and Zagreb-based Attorneys at Law Dina Vlahov-Buhin  and Ivan Einwalter.

The Gleiss Lutz team was headed by Partners Thomas Menke and Marc Seeger.

Zivkovic Samardzic has advised Radenska, the Slovenian member of the Kofola CeskoSlovensko Group, on the winding up of its subsidiary in Belgrade.

According to Zivkovic Samardzic, “Kofola CeskoSlovensko Group, besides the traditional markets of the Czech Republic and Slovakia where it is a leader, is also present in Poland, Slovenia, and Croatia. The Group operates seven manufacturing plants and employs 2,100 people. Radenska, one of the biggest mineral water producers in the Adriatic region where its name was once, and in many places still is, synonymous for mineral water, became a part of Kofola CeskoSlovensko Group family in 2015.

The Zivkovic Samardzic team advising Radenska was led by Corporate and M&A Senior Associate Igor Zivkovski.

Cobalt has advised DNB on the merger of its existing banking, leasing, and pensions businesses in Estonia, Latvia and Lithuania with those of Nordea to create Luminor, which the firm describes as “the largest ever transaction in the Baltic banking market.”

Luminor started operations on October 1, 2017 after receiving approval from the European Commission, the European Central Bank, and Estonian, Latvian and Lithuanian Financial Supervision Authorities. According to Cobalt, the firm “advised on all legal aspects of the deal and was assigned a leading role in applying for merger clearance from the European Commission, obtaining a new banking license from the European Central Bank and carrying out the closing of the transaction across the Baltics.”

Cobalt’s pan-Baltic financial regulatory work stream and closing team was led by Estonian Partner Kristel Raidla-Talur, with Senior Associate Heleri Tammiste responsible for closing preparations and project management across jurisdictions and Partner Elo Tamm overseeing pan-Baltic merger control matters. Also involved, in Estonia, were Cobalt Partners Peeter Kutman and Karina Paatsi, Associates Mart Blondal, Mattias Tammeaid, Madis Reppo, Greete-Kristiine Kuru, and Liina Saaremets, Specialist Counsel Ott Aava, Senior Associates Karl Kull and Heili Haabu, and Junior Associate Marit Martens. The Latvian team consisted of Partners Dace Silava-Tomsone and Toms Sulmanis, Specialist Counsel Andrejs Lielkalns, Senior Associates Elina Locmele and Sandija Novicka, Associates Diana Zepa, Viktorija Alksne, Alise Artamonova, Janis Rusis, and Krisjanis Buss. The firm’s Lithuanian team consisted of Partner Irmantas Norkus, Managing Associates Eva Suduiko and Rasa Zasciurinskaite, Associates Aurelija Balciune, Justinas Sileika, Laurynas Juozapaitis and Jovita Valatkaite.

As previously reported, Sorainen advised Nordea on the deal.

Editor’s Note: On January 3, 2019, Cobalt announced that “on 2 January 2019 Luminor completed its pan-Baltic merger and will continue its operations in all Baltic countries via Luminor Bank AS registered in Estonia and its branches in Latvia and Lithuania.”

According to the firm, “the cross-border merger agreement was signed on 29 March 2018, and Luminor received the final merger approval from the European Central Bank on 28 June 2018 as reported by CEE Legal Matters on July 12, 2018. The cross-border merger, initiated on 1 October 2017, is the final stage of activities that combine DNB´s and Nordea´s Baltic operations.”

Sorainen has advised Nordea on the October 1, 2017 combination of its Baltic operations with those of DNB to create Luminor. The firm describes the deal as “the largest transaction of combination of operations in the history of the Baltic financial markets.”

Nordea, the largest financial services group in northern Europe, and DNB, Norway’s largest financial services group, completed the combination of their banking, leasing, and pensions businesses in Estonia, Latvia, and Lithuania to create a new banking group — Luminor — which Sorainen describes as having “a leading local market position and strong Nordic roots.”

Sorainen advises Nordea on Estonian, Latvian, and Lithuanian law throughout the transaction, starting from planning and transaction structuring and lasting through to signing, regulatory approvals, and closing. Approval was obtained from the European Central Bank for the changed shareholder structure of the merged banks in the Baltics, as well as from the European Commission under merger control rules and the Baltic financial supervision authorities on regulatory aspects of the transaction. 

The pan-Baltic Sorainen team was led by Partner Rudolfs Engelis and Senior Associates Daiva Liubomirskiene, Jane Eespold, Santa Rubina, and Jurgita Nikita. Other Sorainen lawyers working on the deal included, from Lithuania, Partner Tomas Kontautas, Counsel Augustas Klezys, Mantas Petkevicius, and Stasys Drazdauskas, Senior Associate Evaldas Dudonis, Associates Lina Ragainyte, Inga Macijauskaite, Laura Ryzgelyte, and Urte Armonaite; from Latvia, Senior Associates Inese Heinacka, Zane Paeglite, Janis Bite, Andris Taurins, Aija Lasmane, and Andis Burkevics, Associates Edvins Draba, Agneta Rumpa, Natalija Sestakova, Marika Grunte, Martins Rudzitis, and Alina Kalvisa; and from Estonia, Partners Reimo Hammerberg and Kaupo Lepasepp, Senior Associates Piibe Lehtsaar, Piret Lappert, Juulika Aavik, Kaido Kunnapas and Katlin Hein, Associates Kadi Sink, Anneli Krunks, Cathriin Torop, Olivia Kranich, and Hanna Pahk, and Legal Assistant Oliver Amarik, among others.

Editor’s Note: After this article was published, CEE Legal Matters learned that Cobalt had advised DNB on the deal.

On January 3, 2019, Cobalt announced that “on 2 January 2019 Luminor completed its pan-Baltic merger and will continue its operations in all Baltic countries via Luminor Bank AS registered in Estonia and its branches in Latvia and Lithuania.”

According to the firm, “the cross-border merger agreement was signed on 29 March 2018, and Luminor received the final merger approval from the European Central Bank on 28 June 2018 as reported by CEE Legal Matters on July 12, 2018. The cross-border merger, initiated on 1 October 2017, is the final stage of activities that combine DNB´s and Nordea´s Baltic operations.”

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