Category: News

TGS Baltic and Clifford Chance have advised London-listed online gaming operator JPJ Group plc on the Estonian law aspects of its GBP 490 million conditional acquisition of UK-based software developer Gamesys Holdings Ltd. CMS and Ellex Raidla advised Gamesys on the deal.

JPJ will pay GBP 250 million in cash and GBP 240 million in shares. As a result of the transaction, the company will be renamed Gamesys Group PLC. JPJ will acquire Gamesys platforms and the operated brands of Virgin Games, Monopoly Casino, and Heart Bingo in the UK and Virgin Casino in New Jersey, USA. The acquisition does not include Gamesys’ Virgin Bet sports betting business, its Livescore sports data, and media unit, as well as its non-bingo games studio and supply business. Gamesys shareholders will own 31% of the new group and Gamesys CEO, Lee Fenton, will become the CEO of Gamesys Group PLC. JPJ Executive Chair Neil Goulden in his respective role.

The transaction is expected to close in the third quarter of 2019 and is subject to JPJ shareholder approval, customary regulatory conditions, and the reorganization of the Gamesys Group. 

Gamesys was also reportedly advised by Mourant Ozanne in Jersey, Hassans in Gibraltar, Cuatrecasas in Spain, Fenech Farrugia Fiott Legal in Malta, and Saiber in New Jersey. Mishcon de Reya also advised JPJ on the acquisition. 

The TGS Baltic team consisted of Partner Kadri Kallas and Junior Counsel Mirko Kikkamagi.

Clifford Chance’s team consisted of Partners Simon Thomas, Nelson Jung, and Steven Fox, alongside Senior Associates Fiona Garside and James Koessler, Associates Phoebe Richardson and Olivia Higgs, Lawyer Deepaloke Chatterjee, and Trainees Lisa Fogarty and Harriet Harper. 

CMS’s team in the UK was led by Partner Rob Willis, supported by Partners Stephen Hignett, Anna Soilleux Mills, Melanie Lane, Caroline Hobson, David Zeffman, and Andrew Quayle, Of Counsel Jacob Gilkes and Cathy Merry, Lawyers Sarah Wright and James Pontifex, Senior Associates Sam Pout, Robert Sartor, Kabir Garyali, Rebecca Platt, Oscar Webb, and Nicole Gyring Nielsen, Associates Max Weaver, Janine Chisholm, Dave Johns, Alasdair Lamb,Amanda McDowell, Matt Hanson, Rachel Easter, Ruth Derruau, and Nathan Jest, and Trainee Ian McKie.

The CMS Vienna team consisted of Partner Peter Huber, Attorney-at-Law Martin Trapichler, and Associate Simon Cook. CMS’s Prague teamincluded Senior Associate Lucie Zanaskova and Associates Petr Koral and Tereza Maternova.

The Ellex Raidla team consisted of Partner Sven Papp and Senior Associate Alla Kuznetsova.

The Mishcon de Reya team included Partners Stuart McMaster and Saul Sender.

Sorainen has advised Capitalica Baltic Real Estate Fund I on its entrance to the alternative First North market in Lithuania.

Capitalica Real Estate Baltic Fund I is a closed-end investment undertaking that is managed by Capitalica Asset Management. The fund’s bonds were listed on July 30, 2019.

Capitalica Baltic Real Estate Fund I manages business centers in Vilnius and Kaunas and is planning to build Verde class A business centers in Riga, Latvia. The fund issued a bond amounting to EUR 3 million. Sorainen reports that during the primary placement 70 investors purchased bonds. The second phase of the bond offering will continue until September 3, 2019. In total, up to EUR 5 million is expected to be raised through the public bond offering.

Capitalica Asset Management specializes in commercial real estate management in the Baltic States. The company is 80% owned by major Lithuanian capital group SBA, with the remaining 20% owned by A. Barstys’ Fox Holdings.

The Sorainen team consisted of Partner Augustas Klezys and Senior Associate Dalia Augaite.

ODI has represented AIK Banka and Societe Generale’s Slovenian entities on a EUR 36 million cross-border syndicated debt refinancing of the Don Don Group. Selih & Partnerji assisted Don Don on the deal.

The multi-jurisdictional transaction in Slovenia, Croatia, and Serbia was divided into two main stages and structured such that the the existing debt will be refinanced by three separate syndicated facilities agreements based on Loan Market Association standards. 

The Don Don Group is a regional industrial bakery with eight production plants in Slovenia, Croatia, Serbia, Bosnia and Herzegovina, Montenegro, and Bulgaria.

The ODI team in Slovenia consisted of Partner Suzana Boncina Jamsek and Senior Associate Masa Drkusic. The Croatian team was led by Partner Branko Ilic and the Serbian team included Partners Tamara Curovic and Milos Curovic. 

The Selih & Partnerji team was led by Partner Mia Kalas.

Jank Weiler Operenyi and Reff & Associates — the Austrian and Romanian members of the Deloitte Legal network — have advised Rondo Ganahl AG on its acquisition of 60% of the shares of Romanian SC Transilvania Pack and Print SA from Offsetdruckerei Schwarzach GmbH. Thurnher Wittwer Pfefferkorn & Partner advised Offsetdruckerei Schwarzach on the deal.

The transaction closed at the beginning of June, 2019. Offsetdruckerei Schwarzach retains 40% of the company. 

Rondo Ganahl, which was founded in 1911, manufactures corrugated board packaging and recycled corrugated case material. The company also engages in collecting, sorting, and processing waste paper, collects waste paper and destructing records, and provides container services. In addition, it offers recycling site, waste management centre, business, and shopping street disposal solutions. 

The Jank Weiler Operenyi team in Vienna consisted of Partner Andreas Jank, Counsels Johannes Lutterotti and Konstantin Kock, and Associate Gerald Hendler.

The Reff & Associates team in Bucharest consisted of Partner Georgina Singurel and Florentina Munteanu, Managing Associate Andreea-Cezara Szakacs, and Senior Associate. 

The TWP team consisted of Partners Viktor Thurnher and Christian Wirthensohn.

The Prague office of CEE Attorneys has advised the AGS Group on the establishment of a joint venture with Spuntik.cz s.r.o. which will operate as MMS Digital a.s. Havel & Partners reportedly advised Spuntik.cz.

The AGS Group consists of nine companies in the Czech Republic, Slovakia, Hungary, and Poland. According to CEE Attorneys, the joint venture is expected to achieve turnover exceeding CZK 1 billion.

According to CEE Attorneys, AGS and Spuntik.cz “specialize in wholesale, retail, and online sales of baby products, merchandise for parents and pregnant women, operation of maternal centers and associated marketing matters within the relevant market in the Czech Republic, Slovakia, and Hungary.”

The CEE Attorneys team was led by Partner Lukas Petr and Managing Associate Martina Schutzova.

Sidley Austin was global legal counsel to the Nidec Corporation and Alrud and Kinstellar provided local assistance in Russia and Slovakia, respectively, on the company’s USD 1.08 billion acquisition of Embraco from the Whirlpool Corporation. Linklaters, Pinheiro Neto Advogados in Brazil, and Cleary Gottlieb Steen & Hamilton were among the firms advising Whirlpool on the sale.

In addition to Sidley Austin, Kinstellar, and Alrud, Machado Meyer Advogados in Brazil, LMCR – La Torre Morgese Cesaro Rio in Italy, and Creel, Garcia-Cuellar, Aiza y Enriquez in Mexico advised Nidec.

The deal was signed on April 24, 2019, and closed on July 2, 2019, following the European Commission’s grant of approval on June 26, 2019. Customary post-closing filings and registrations related to the acquisition of two subsidiaries in China of Embraco are expected to be completed by September 30, 2019.

Founded in 1973 in Kyoto, Japan, the Nidec Group specializes and handles motor application products with the focus on motor business. 

Embraco is a Brazilian manufacturer of compressors for refrigeration systems. It was founded in 1971 to supply the Brazilian refrigeration industry. The business has manufacturing facilities in Brazil, Italy, China, Slovakia, and Mexico. Embraco also maintains commercial offices in the United States and Russia.

Whirlpool Corporation, established in 1911, is a home appliance company headquartered in Benton Harbor, Michigan. The company markets Whirlpool, KitchenAid, Maytag, Consul, Brastemp, Amana, Bauknecht, JennAir, Indesit and other brand names globally.

The Alrud team was lead by Partner German Zakharov, supported by Partner Alexander Zharskiy and Associate Alla Azmukhanova and Ekaterina Rogacheva. 

The Kinstellar team was led by Partner Adam Hodon and included Senior Associate Tomas Melisek and Associates Katarina Zemlova and Andrea Snopekova.

The Linklaters team was led by Partners Peter Cohen-Millstein and Nick Rees, assisted by Senior Associates Kyle Colvin and Tai Vivatvaraphol.

Boyanov & Co in Bulgaria, NNDKP in Romania, and the Polenak Law Firm in North Macedonia have advised Norway’s LINK Mobility Group on its June 29, 2019 acquisition of all five of Allterco’s telecommunications subsidiaries in Bulgaria, Romania, and North Macedonia. Bulgaria’s Forlexa law firm reportedly advised Allterco on the deal.

According to Boyanov & Co, which led the buy-side legal team, the indicative price was EUR 7.9 million, but “the final price will be determined on a cash-free/debt-free basis after correction of the companies’ preliminary financial statements.”

The deal involves Allterco’s Bulgarian units (Teravoice, Tera Communications, and Allterpay), as well as its Romania-based subsidiary Teracomm RO and North Macedonia-based Tera Communications DOOEL.

Upon completion of the transaction, Allterco will receive 60% of the price in cash. A further 20% will be paid on a deferred basis within two years, while the remaining 20% will be paid by transferring rights for purchase of shares in Victory Partners VIII Norway Holding – the sole owner of LINK Mobility Group. 

Among other things, Boyanov & Co., NNDKP, and the Polenak Law Firm – all members of the SEE Legal alliance: (i) carried out a legal due diligence of the targets; (ii) advised on the share purchase agreement; (iii) advised on a corporate restructuring of the targets to smooth the completion; (iv) advised on antitrust clearances in Bulgaria and North Macedonia; and (v) assisted in satisfaction of various other conditions precedent to closing the deal.

The Boyanov & Co. team was led by Partner Damian Simeonov, the Polenak Law Firm’s team included Partners Tatjana Shishkovska and Metodija Velkov, and NNDKP’s team was led by Partner Gabriela Cacerea and Managing Associate Madalina Panca.

The Forlexa team was led by Partner Trayan Ivanov. 

Just last month the same four firms advised on Link Mobility Group’s acquisition of Terracomm, a provider of B2C messaging services, from Allterco (as reported by CEE Legal Matters on June 11, 2019).

Editor’s Note: After this article was published Forlexa confirmed its involvement in the deal and informed CEE Legal Matters that Managing Partner Stanislav Kassarov had worked alongside Trayan Ivanov. In addition, Forlexa reported, Allterco’s in-house legal team was led by lawyer Denica Stefanova.

Kinstellar has advised British steel-maker Liberty Steel on Romanian and Czech law aspects of its EUR 740 million acquisition of ArcelorMittal’s European assets. 

Liberty acquired seven steelmaking units and five service centers from ArcelorMittal, including the steel factories in Ostrava in the Czech Republic and Galati in Romania, steel mills in Skopje, North Macedonia, Piombino, Italy, and Dudelange, Luxembourg, and two factories near Liege, Belgium.

According to Kinstellar, “with a combined rolling capacity of over ten million tonnes per year, these operations supply steel expect to multiple sectors across Europe’s industrial heartlands, including construction and infrastructure products, automotive, aerospace, energy, and industrial equipment, consumer products, and yellow goods.”

The Kinstellar team consisted of Partners Razvan Popa and Bogdan Bibicu, Counsel Zsuzsa Csiki, Senior Associates Mihai Coada, Smaranda Vacaru, Ioana Narosi, Oana Costache, Florina Toma, Stefanita Georgescu, Managing Associate Diana Rogozea, and Associates Madalina Perte, Flavia Petcu, Patricia Piticaa, Madalina Anghenie, Razvan Cretu, Mihaela Teodorici, and Andreea Grigorie, all in Romania. The team in the Czech Republic consisted of Partner Jan Juroska, Counsel Martina Brezinova, and Associates Jakub Stastny, Matej Vecera, and Martina Mazurkova.

Kinstellar did not reply to our inquiries about the deal.

Members of the BPV Legal in Romania, Hungary, the Czech Republic, and Slovakia have provided local counsel in those jurisdictions to Dutch property managers MVGM on its takeover of the property management division of the Jones Lang LaSalle Group in Continental Europe. The Hague office of the Dutch law firm Barents Krans acted as lead counsel to MVGM, and Watson, Farley & Williams was lead counsel to JLL, working with local counsel from Schoenherr in the Czech Republic, Slovakia, Poland, and Romania.

Watson Farley & Williams also worked with Orange Clover in the Netherlands, Argo Law in Belgium, Bonn & Schmitt in Luxembourg, and PLMJ in Portugal.

JLL provides financial and professional services specialising in real estate. It serves owners, occupiers, investors, and developers of real estate in more than 80 countries, including nine locations across Germany.

BPV Grigorescu Stefanica describes MVGM as “a leader on the Dutch real estate market, focusing on the property management sector, [with] approximately 900 employees in over 20 different locations in the Netherlands.” According to the firm, “following the transaction, MVGM will become one of the top five players on property management market in Europe. Moreover, the access of MVGM to another eight countries from Europe, namely Spain, Portugal, Belgium, Luxembourg, Poland, the Czech Republic, Romania, and Slovakia, will be facilitated and its activities in the Netherlands and Germany will be extended by 540 new employees.”

According to the firm, “MVGM will integrate gradually the new activities in its current business, in cooperation with JLL, by concluding separate transactions in each country, between September and December 2019, once all the necessary approvals from the authorities will be obtained.”

The bpv Grigorescu Ștefanica team in Bucharest was coordinated by Managing Partner Catalin Grigorescu and consisted of Managing Associate Cristinas de Jonge and Cristina Randjak and Associates Diana Radu and Andrada Popescu. Lawyers from bpv Huegel in Vienna, bpv Jadi Nemeth in Hungary, and bpv Braun Partners in the Czech Republic and Slovakia provided assistance in those jurisdictions.

The WFW team advising JLL was led by Frankfurt Corporate Partner Torsten Rosenboom, working closely with Senior Associate Jan Pesek. They were assisted in Frankfurt by Partner Christoph Naumann, Managing Associate Jan Winzen, and Associates Janine Henger, Marius Rothermund, Matthias Murr, and Nicolas Persch. WFW’s team in Hamburg consisted of Partners Ahmad Khonsari and Eckrolf Berg and Of Counsel Torge Rademacher. In Munich, the team included Partners Felix Siebler and Nikolaus Krienke, Senior Associate Christian Schnurrer, and Associate Maximilian Koch. London Partner Jeremy Robinson and Senior Associate Richard O’Brien provided EU competition and corporate advice respectively, and the firm’s team in Madrid included Partner Gonzalo Aranzabal and Associates Borja Gavilaa and Jaime Arrancudiaga.

Schoenherr’s team was led by Vienna-based Partner Sascha Hodl and Prague-based Partner Vladimir Cizek. The team included, in Bucharest, Partner Madalina Neagu and Attorney-at-Law Andra Jegan; in Prague, Attorneys-at Law Jitka Kadlcikova, Helena Hangler, and Jiri Marek; in Warsaw, Partner Pawel Halwa and Counsel Krzysztof Pawlak; and in Bratislava, Partner Stanislav Kovar and Michal Lucivjansky.

JLL’s in-house team included Head of Legal & Compliance – EMEA Nicolas Taylor, Head of Legal & Compliance – Germany Antonios Kotsis, and Senior Legal Counsel Melanie Schwade.