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The Czech Republic’s JSK and Germany’s honert + partner law firms have advised Inven Capital in its acquisition of a minority stake in the German company Sunfire. The seller was advised by Blaum Dettmers Rabstein.

Inven Capital — a venture capital arm of CEZ —  identifies opportunities for investing in innovative cleantech firms in Europe and targets later stage growth opportunities with business models proven by sales and with significant growth potential. Sunfire develops and produces high-temperature solid oxide fuel cells and high-temperature electrolysis cells with applications in multiple markets. It was founded in Dresden in 2010.

Commenting on the deal, Petr Míkovec, CEO at Inven Capital, said: “The investment in Sunfire has met our strict selection criteria by both the uniqueness of their technology, which allows faster commercialization than competitive products, and their business model involving partners with an extensive customer base.” On the seller side, Nils Aldag, one of the Founders of Sunfire, added: “We have found an ideal strategic partner in INVEN CAPITAL to strengthen our position in Central and Eastern European markets. The new capital allows us to accelerate the industrialization of our products, which could become one of the pillars of the future decentralized energy system.”

Partner Tomas Dolezil, who co-led the team on the JSK side commented: “We were glad to support Inven Capital in its investment into this exciting technology firm. We were also happy to utilize our expertise in the venture capital elements of the transaction,” while Partner Jorg Schwichtenberg, who co-led the team working on the transaction on the honert + partner side, added: “Inven Capital, JSK and honert + partner share the same pragmatic approach to transactions. We enjoyed cooperating with them and advising Inven Capital on this cross border investment.”

Image Source: sunfire.de

White & Case has represented Bulgarian Energy Holding (BEH) in European Commission antitrust probe, AT.39767 – BEH Electricity, which concluded without a finding of an infringement. After constructive negotiations lasting a number of months, the Commission accepted the creation of the first independent power exchange in Bulgaria as a suitable basis for a commitment decision, pursuant to Article 9 of Regulation 1/2003.

According to White & Case, in August 2014, the Commission issued a Statement of Objections against BEH for alleged abuse of a dominant position as a result of certain provisions in the contracts of three BEH power generators for the sale of electricity on the free market. In addition to challenging the Commission’s objections, alleging that these provisions were so-called “destination clauses”, BEH entered into commitment discussions with the Commission and offered to establish the first-ever power exchange in Bulgaria and provide liquidity for its day-ahead platform with electricity volumes coming from BEH’s power generators. In addition to setting up a power exchange in Bulgaria, BEH offered to obtain the assistance of an independent third party with expertise in the operation of power exchanges. BEH’s power generators will offer predetermined volumes of electricity on the day-ahead market sold on an anonymous basis for a period of five years. BEH will also transfer control of the power exchange to the Bulgarian Ministry of Finance. 

White & Case reports that the power exchange will significantly improve transparency on the unregulated wholesale electricity market in Bulgaria and further integrate the Bulgarian wholesale electricity market with those of neighbouring markets.  

The initial commitment proposal by BEH was submitted to the Commission in May 2015, and it was market-tested in June 2015. The final commitment proposal by BEH, which addressed the comments from the market, was sent to the Commission in October 2015. 

“We are pleased to have played a role in such a positive, forward-looking development for the Bulgarian electricity market,” said Brussels-based White & Case Partner Mark Powell, who led the firm’s team. “This is a major step forward for electricity consumers in the region.”  Powell was supported by Local Partner Kai Struckmann and Associate Irina Trichkovska

On November 5, 2015, CEE Legal Matters reported that Glimstedt Partner Moonika Kukke had decided to leave the Estonian office of that Baltic firm to head Eesti Energia’s legal department.

We recently communicated briefly with Kukke herself, who confirmed that, as planned, she had begun at Eesti Energia on December 1st. When asked why she decided to leave Glimstedt to head the 19-person legal team at Eesti Energia, she explained, “I’m an energy law lawyer and the best place in Estonia to give my contribution to the development of the regional energy sector is Estonia’s biggest energy company.” 

We followed up with Ivar Kurtis, who she replaced in the Head of Legal role, and asked why he had moved on. He explained simply that, “this summer I decided that after six rewarding years with Eesti Energia, it was the right time for me to leave the company. However, in order to allow a smooth transition period I promised to stay until November.” He continued that during the six years he had spent in the role “Eesti Energia has undergone a EUR 2 billion investment programme, which is shortly coming to completion,” and said that, “it has been both an interesting and challenging period for Eesti Energia and for myself as General Counsel. I have been privileged to play an important role in achieving those investments.”

When we asked what he would be doing going forward, Kurtis explained that “the time is now right for me to take stock, spend some quality time with my family and then to make some changes in my professional life, taking up some new challenges. Whether these challenges will be in private practice or some other role is still undecided. It really depends what new challenges this role would bring along.”

The RKKW law office has advised Fam Capital Group SA in its acquisition of 100% of the shares of Cynkownia Wielun. According to a statement released by the firm, “the transaction consisted of several stages ultimately ended with a merger of Cynkownia Wielun with Fam Capital Group SA.”

The acquisition of shares was financed from Fam Capital Group’s own funds and additional funds obtained from a bond issue, which RKKW also prepared and executed on behalf of Fam Capital Group.

The core business of Fam Capital Group, which has three factories in Poland, involves the provision of “services of combating steel corrosion through hot-dip galvanizing processes.” Cynkownia Wielun operates in the same industry.

The RKKW team advising Fam Capital Group SA consisted of Partner Dariusz Kulgawczuk and lawyers Marcin Jasinski and Jaroslaw Szewczyk.

RKKW informed CEE Legal Matters that it was not authorized to identify the sellers on the deal, nor the law firm that represented them.

A team of 4 lawyers from Kinstellar has left the Budapest office of that regional firm to establish DKKR Partners. The four — Daniel Kaszas, Nora Deme, Dorothy Kereszty, and Levente Rovid — will all be Partners in the new firm.

Kaszas joined Linklaters in 2000, and became a Counsel with Kinstellars when it took the Hungarian office over from Linklaters upon Links’ 2008 withdrawal from Budapest. 

Deme joined Linklaters in 2007 as an Associate (a title she still held with Kinstellar at the time of her departure). Prior to joining Linklaters she worked for Luther Attorneys at Law — which was affiliated with Ernst & Young at the time — as a Junior Associate between December 2003 and May 2007.

Kereszty started at Gide Loyrette Nouel in October 2007 as a Trainee and joined Linklaters in 2008 as a Junior Associate, a title that she held later with Kinstellar until November 2011 when she was promoted to Associate.

Rovid was the last to join the Kinstellar team, having worked as an Attorney-at-law with Bird & Bird before joining Kinstellar in October 2014. Before that he worked for Ernst & Young as a Senior Tax Advisor between 2006 and 2009, as an Investment Promotion Counsel for the Hungarian Ministry of Economy and Transport between 2003 and 2005, and as a Junior Legal Counsel for T-Systems Dataware between 2001 and 2003. 

Wolf Theiss has announced that it advised Goldman Sachs and Highgate Hotels on non-Austrian elements of their recent joint acquisition of a hotel portfolio in Austria, Czech Republic, Romania, and Hungary from the shareholders of Austria’s K+K Hotel Group originally reported on by CEE Legal Matters on December 4, 2015.

As previously reported, Jones Day (London office) was lead counsel to buyers, with Schoenherr advising on Austrian matters of the acquisition. Taylor Wessing Vienna advised the sellers on the deal.

The Wolf Theiss team advising Highgate Hotels and Goldman Sachs was led by Bucharest-based Partner Ciprian Glodeanu, Budapest-based Partner Janos Toth, Prague-based Counsel Libor Prokes, and Vienna-based Associate Jiayan Zhu. Other Wolf Theiss lawyers involved were Pavel Srb, Anna Diblikova, David Simek, and Katerina Kulhankova (all in Prague), Melinda Pelikan, Zoltan Bodog, Zsofia Polyak, and Lukacs Eniko (all in Budapest), and Ileana Glodeanu, Claudia Chiper, Julia Simion, Radu Simion, Monica Tinteanu, Mircea Ciocirlea, and Tudor Botea (all in Bucharest).

Image Source: highgatehotelghana.com

White & Case has announced that Czech lawyers Alena Naatz, Ladislav Chundela, Pavel Cizek, and Petr Hudec, along with Polish lawyer Bartosz Smardzewski, will be promoted to Partner or Counsel as of January 1, 2016. The promotions were made as part of the firm’s global round, which included 25 lawyers overall (16 promoted to Counsel and 9 to Local Partner).

Alena Naatz, who works out of the firm’s Prague office, will be promoted from Local Partner to Partner. Naatz focuses on M&A work, private equity investments, and commercial law. She also specializes in regulatory matters, usually in relation to acquisitions, but also within the framework of EC law. She has written that, “in the area of mergers and acquisitions, I have represented clients both within the context of private tender processes and exclusive sales. My practice comprises the preparatory stage of acquisitions (i.e. in particular, legal due diligence of the target company and setting up the transaction structure), as well as advice during the acquisition stage, and in many cases, post-acquisition structuring and corporate advice.” She began her professional career with White & Case in 2002, shortly after graduating from the Charles University that same year. She also has an LL.M. from Durham University (2006), a Ph.D. from Charles University (2010), and a JUDr. from Charles University (2011).

Ladislav Chundela and Pavel Cizek will be promoted from Counsel to Local Partner in Prague, and Pert Hudec will be promoted from Associate to Counsel. According to a White & Case press release announcing the promotions: “The position of local partner is offered in select White & Case regions and locations where it is common market practice. At present this includes offices in Asia, Central and Eastern Europe, Germany, Belgium, Turkey, Saudi Arabia and Mexico. The title of local partner is given to senior lawyers of exceptional ability and is a recognized career step towards admission into firm partnership.” In addition, “at White & Case, counsel is a role for senior lawyers with significant experience in a particular practice area. The title is used across the firm, in all offices, as an alternative career path to partnership but does not preclude consideration for promotion to partner.”

Chundela focuses on corporate law, M&A, real estate and construction matters, litigation, arbitration and foreign investments, and is also a member of the firm’s global Real Estate Practice. Cizek focuses on construction law, energy law and M&A transactions. Hudec practices in the Banking and Capital Markets Practices, and he has advised on a range of finance products, having acted for lenders and corporate borrowers on acquisition finance, project finance and export finance transactions, as well as other types of bank finance products and financial restructurings. 

Finally, Polish Corporate and Capital Markets lawyer Bartosz Smardzewski will be promoted to Counsel in the firm’s Polish office.

Speaking of the global round of promotions, White & Case Chairman Hugh Verrier said: “Spanning 17 offices and nine practices, these promotions reflect the truly global and diverse nature of our business. While the focus of our strategy is on growth in the US and London, our capabilities around the world enable us to serve our clients in their most complex, cross border legal challenges, wherever they are.”

Baker & McKenzie has acted as sole legal adviser to Erste Bank AG, Bank Zachodni WBK SA, Trigon Dom Maklerski S.A., and the Kofola Group on the restructuring, public offering, and subsequent listing of Kofola’s shares.

The Kofola Group is a leader in the Czecho-Slovak market of non-alcoholic beverages and one of the leading producers and distributors of non-alcoholic beverages in Central and Eastern Europe. In the first three quarters of this year, according to Baker & McKenzie, it increased sales by 15.1% to CZK 5.525 billion (approximately EUR 1.27 billion).

The shares of the new Group top holding company Kofola CeskoSlovensko’s are listed on both the Prague Stock Exchange and the Warsaw Stock Exchange.

The mandate also included advising on a partial sale of Kofola shares by one of the majority shareholders – CED Group S.a.r.l. (a company controlled by Polish Enterprise Fund VI, advised by Enterprise Investors, a private equity firm managing one of the largest funds in Poland and the wider CEE region.

Baker & McKenzie reports that the IPO was the first major deal involving the Czech equity capital market in over a year. The IPO followed an internal reorganization of the Kofola Group’s structure involving moving the headquarters of the Group’s holding company from Poland to the Czech Republic.

The offering raised CZK 765 million (USD 31 million), while the market capitalization of Kofola is in excess of CZK 11 billion (circa USD 450 million).

The Baker & McKenzie team advising Kofola and the syndicate of banks led by Erste Group Bank AG was led by Prague-based Partner Libor Basl and Warsaw-based Partner Jakub Celinski. They were supported by several other partners and associates including, in particular, Prague-based Associates David Reiterman and Michal Simcina and Warsaw-based lawyers Piotr Kowalik and Rafal Rzeszotarski.

According to a Baker & McKenzie press release, “the team advised on all aspects of the transaction including its structuring, due diligence, negotiations with both Czech and Polish authorities, drafting of two prospectuses as well as formation and listing of the top holding company of the Kofola group with its shares dual-listed on both the PSE and WSE.”

Commenting on the transaction, Basl said: “A deal of this magnitude and complexity does not happen often in the Czech Republic and we are delighted to be part of this success story. With Kofola’s shares widely traded on the PSE it sets a precedent for the Czech capital market that will provoke interest in the benefits of ‘going public’ from other successful – but currently private – Czech companies. The deal’s success is also testament to the commitment, professionalism and support from the Czech National Bank, the Prague Stock Exchange and the Central Depositary.”

“The Kofola IPO transaction and partial sale of shares by the portfolio company managed by Enterprise Investors is also an important transaction for the Polish market. It was the fourth biggest public offering in Poland this year in terms of value and the second biggest by a foreign issuer. The Warsaw Stock Exchange is a natural regional hub for cross-border listings and activity is picking up off the back of concerted marketing efforts by the Exchange, which are beginning to pay off,” said Celinski.

In the spring of 2015 Baker & McKenzie also advised on German auto parts maker Uniwheels’ IPO in Warsaw (reported on by CEE Legal Matters on April 24, 2015), allowing the firm to claim it represented the issuers on the two largest cross-border IPOs in Poland this year.

Image Source: http://company.kofola.cz/

The Aivar Pilv Law Office has successfully represented Madis Metsis, a former professor of the Technical University of Tallinn, and Ain Langel, the sole owner and member of board of the company Lanlab, in a criminal proceeding before the Estonian Supreme Court. The case turned on the legal grounds for prosecution, and according to Aivar Pilv, the Court’s decision “is important for the formation of the Estonian criminal law practice in general.”

The firm reports that the Court, first, “agreed with the right to submit an appeal to the ruling for prosecution upon significant violation of criminal procedural law. The Criminal College of the Supreme Court explained that in a situation where a court decision that formally cannot be appealed pursuant to law is obviously void due to the significant violation of criminal procedural law by court, the right to appeal must be accepted.”

“Secondly,” according to the firm, “the decision of the Supreme Court from 6 November 2015 is important since the Criminal College repeated its previously published standpoint that the prosecution of persons and the preliminary hearing for planning the court proceeding and solving other relevant issues cannot be separated from each other. In the specific case, in order to avoid the expiration of the criminal case, the Harju County Court issued the ruling for prosecuting Madis Metsis and Ain Langel before the preliminary hearing had been held. Thus the ruling of the county court was lacking the data (except the data of the accused persons) which pursuant to law is subject to be included in the ruling for prosecution. The county court violated several procedural requirements to avoid the application of expiry regulation. According to the Supreme Court, the appointment of a preliminary hearing to a later date, also the submission of defence instruments by defenders at a later stage referred to a signification violation of procedural rights upon prosecuting the persons.”

Thus, according to Aivar Pilv, “In the opinion of the Supreme Court, the … violation of criminal procedural rights against Madis Metsis and Ain Langel was massive. Thus the Supreme Court satisfied the appeal of the defenders, annulled the decisions of the Tallinn Circuit Court as well as the Harju County Court and re-sent the criminal case regarding the prosecution of Madis Metsis and Ain Langel to Harju County Court for decision making.” 

On November 26 the Harju County Court ruled in favor of Metsis and Langel and terminated the criminal case, also granting their applications for compensation of procedural costs in full.

Aivar Pilv Partners Aivar Pilv and Jaak Siim led the firm’s team on the matter.

The Dimitrov, Petrov & Co. Law Firm has been selected to assist Google and YouTube in Bulgarian legal matters with a special focus on privacy, data protection, ICT law, and regulatory issues.

According a statement by the firm, “Google will rely on Dimitrov, Petrov & Co.’s interdisciplinary expertise to work collaboratively with Google’s in-house legal team and external legal counsels across the world and deal with the legal aspects of its innovative business and technology projects for Central and Eastern Europe. “

The Dimitrov, Petrov & Co. team advising Google consists of Founding Partner George Dimitrov and Senior Associate Desislava Krusteva, supported by Associate Svilena Dimitrova.

Image Source: tanuha2001 / Shutterstock.com