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White & Case has advised LaSalle Investment Management on its acquisition of a complex of buildings located on Prague’s prime shopping street, Na Prikope, from a private owner for approximately EUR 80 million. The seller was advised by Dvorak Hager & Partners and Schmidtmayr Sorgo Wanke.

The acquisition involved three adjacent buildings located on Na Prikope 23, 25, and 27. It combines over 4,000 square meters of retail space along with a 3,153 square meter office unit and is fully let to tenants including Tommy Hilfiger, Salamander, and Tezenis. Na Prikope is in the “Golden Triangle” — Prague’s most sought-after retail and pedestrian zone accommodating many retailers’ flagship stores for Central Europe.

LaSalle is an independent subsidiary of the Jones Lang LaSalle Incorporated real estate company. LaSalle manages capital on behalf of more than 400 investors across the globe, including pension funds, insurance companies, sovereign wealth funds, endowments, and individual investors.

“We were very pleased to support LaSalle on this landmark deal,” said White & Case Partner Petr Panek, who led the firm’s team on the deal. “The Prague real estate market needs this type of professional investors with a long-term focus. The transaction also represents the first acquisition LaSalle has made on behalf of ERAFP, its French public service additional pension scheme, in the Czech Republic and thus allows [it] to significantly expand its exposure on the Czech market.”

Panek was supported by Local Partner Ladislav Chundela and Associate Karel Petrzela.

Schmidtmayr Sorgo Wanke did not reply to our inquiries on the matter.

Herbst Kinsky has advised TourRadar GmbH throughout its Series A financing round with new investors Hoxton Ventures Fund, Cherry Ventures Fund, Mobile Monkeys GmbH, and basemedia GmbH. The total investment amounts to USD 6 million.

Founded in 2010 in Australia, TourRadar is, according to Herbst Kinsky, the largest travel website allowing travellers and tourists to book group tours, and it features user-generated reviews of individual tours. According to Herbst Kinsky, “TourRadar has more than 20,000 tours available from more than 250 different tour operators worldwide, which clients can compare, book, and review later.” Tours featured by the company range from safaris through Africa to bus tours through Europe.

“We have always been convinced of the concept and are even more delighted to accompany TourRadar on its successful path,” said Philipp Kinsky, Partner at Herbst Kinsky, who led his firm’s team on the deal. Kinsky was supported by Paul Droschl-Enzi, David Pachernegg, and Florian Pollak.

The latest activity update regarding the Serbian Competition Commission has been the Decision brought by the Commission’s President to initiate ex officio proceedings for suspected price fixing against 26 undertakings operating in the field of geodetic services.

The proceedings come following a complaint by the Belgrade Land Development Public Agency, delivered to the Commission in April this year. The complaint alleged suspected collusion between providers of geodetic services participating in the Agency’s public procurement procedures – the prices the land surveyors were offering for their services during this year were significantly higher than the prices from the previous two years.

Acting upon the complaint, the Commission found there were sufficient grounds to open a formal investigation in the matter. In order to gain a foothold on the issue, the Commission, after already engaging in similar inspections and recently announcing more of the same – again resorted to conducting a series of dawn raids at the premises of the undertakings concerned.

Among the undertakings against whom the proceedings have been initiated is the Serbian Association of Geodets. This is not the first time the Commission has acted against what it sees as anti-competitive acts of professional associations, with investigations against the associations of veterinarians, engineers and lawyers already under its belt.

This is a further sign of the Commission’s returned focus to antitrust – since the turn of the year, apart from starting investigation against the geodets, the Commission has already issued one commitment decision (in the Serbian Railways case) and rendered one infringement decision (concerning vertical price fixing in the sale of e-cigarettes).

Participation in an anti-competitive agreement may result in a fine in the amount of up to 10% of the undertaking’s turnover in the previous year. In addition, in cases involving bid-rigging, the Commission may ban the infringing undertaking from participating in public procurement procedures for a period of up to two years.

By Bojan Vuckovic, Partner, and Bojana Miljanovic, Senior Associate, Karanovic & Nikolic

White & Case has advised the Slovak Republic on the Public Private Partnership (PPP) project for the design, construction, finance, operation, and maintenance of the country’s D4 Highway and the R7 Expressway. Freshfields and PRK Partners advised Zero Bypass Limited — the consortium consisting of Cintra Infraestructuras Internacional S.L.U., Macquarie Corporate Holdings Pty Limited, and Porr AG — on its successful bid. The concession agreement was signed on May 20, 2016.

The project involves the construction of the south-eastern section of Bratislava’s ring road and part of the southern expressway network that links Eastern and Western Slovakia, as well as the maintenance of these roads for a period of 30 years. The total value of the concession is in excess of EUR 1.7 billion, making it one of the largest PPP projects in Europe in 2016.

White & Case advised the Slovak Republic on all aspects of what it describes as “the complex, competitive public procurement process.” The firm reports that the process generated significant interest in the market, “with tenders submitted by nine major global construction/financial consortia, four of which were shortlisted.” Due to technical and financial optimizations in the procurement process and strong competition among the shortlisted consortia, the winning bid was significantly lower than original estimates.

“The D4 Highway and R7 Expressway is the one of the largest road infrastructure development projects in the history of the Slovak Republic,” said Bratislava-based White & Case Partner Marek Staron, who co-led the firm’s deal team with London-based Partner Caroline Miller Smith. “White & Case established the qualification and selection criteria, drafted the procurement documentation and concession agreement, structured and led negotiations with the bidders, assisted with the relevant financing documentation and provided advice on various legal aspects of the land acquisition process, construction and zoning permits, environmental and other regulatory issues.” 

In addition to Staron and Smith, the team consisted of Bratislava-based Associates Peter Hodal and Kristína Klenova and London-based Associates Deji Adegoke and Helen Steininger.

The PRK Partners team was led by Partner Miriam Galandova.

Editor’s Note: After this article was published, Freshfields informed CEE Legal Matters that its London-based team consisted of Partners Nick Bliss, Senior Associate Ronen Lazarovitch, and Associates Chris Wallace, Shanine Felix, and James Chapman. Partner Alex Carver has now taken over as Lead Partner, following Bliss’s recent retirement.

Sorainen’s Vilnius offices has advised MG Valda on its acquisition of land at the former Skaiteks factory from Panevezio Keliai and closed what it describes as “one of the biggest real estate development transactions in Lithuania so far this year.”

As a result of the transaction Naujasis Uzupis, a subsidiary company of Panevezio Keliai established for the Paupys project — a development project of the city of Vilnius which aims to transfer industrial companies from Vilnius’s old town and make that part of the city an urban living area with well-organized infrastructure for engineering and transportation, jobs, a cultural life, and an active community — transferred its shares to MG Valda.

During the process Sorainen Lithuania advised MG Valda on transaction-related questions, conducted due diligence of the company Naujasis Uzupis subsidiary, and drafted transaction documentation, among other things. The firm’s team was led by Partner Ausra Mudenaite and Senior Associate Simonas Skukauskas.

The Motieka & Audzevicius team advising Panevezio Keliai consisted of Partners Giedrius Kolesnikovas and Jovitas Elzbergas, Senior Associate Michail Parchimovic, and Associates Rokas Jankus and Jonas Povilionis.

SOG Samardzic Orseki & Grbovic has announced the official opening of its office in Bosnia and Herzegovina, led by Ana Grubac and Jovana Pusac.  

According to a press release issued by the firm, “SOG has been successfully cooperating with the new local partners on a number of projects, and this step exemplifies our mutual commitment to providing top tier legal services across the region.”

Ana Grubac specializes in corporate, taxation, banking, and securities trading. She got her degree from the University of Novi Sad in 2000, at which point she began working in the Banja Luka County Court, where she stayed until October 2003. In 2004 she began working at the Central Registry of Securities of Republika Srpska, and in 2005 she became Senior Tax and Legal Consultant at Deloitte Republika Srpska – Bosnia and Herzegovina. In 2010 she became a Legal and Tax Consultant at the Public Notary Irena Mojovic in Banja Luka, and in July of last year she began providing independent counseling to a number of clients. According to SOG, “Ms. Grubac utilizes her experience in the public sector and deep understanding of clients’ commercial needs to provide a uniquely streamlined service in an administratively burdensome jurisdiction such is Bosnia and Herzegovina.”

Jovana Pusac practices in Banja Luka, Bosnia and Herzegovina. After graduating from the Faculty of Law at the University of Banja Luka in 2006 she began her career at the Law Office of Irena Mojovic, then moved to the Law Office of Zoran Kisin in September 2008. In October 2008 she joined the Law Office of Goranka Marijanac in Banja Luka, where she stayed for five years, before opening her own office in December 2014. Throughout her career she has also served as the legal advisor to the Medici.com journal of medical communications. She obtained an LL.M. and a J.D. from the faculty of Law at the University of Novi Sad in 2011 and 2016, respectively. According to SOG, “Besides numerous professional accomplishments in corporate and commercial law, she also held teaching positions at several universities in Bosnia and Herzegovina and is currently finishing her PhD studies at the University of Novi Sad. The firm states that, “Ms. Pusac is recognized as a commercial litigator able to successfully argue cases unique to Bosnia and Herzegovina as well as the region.”

Osborne Clarke has advised US client Accelovance Inc on the acquisition by its UK subsidiary Accelovance Europe Holding Limited of four THERAMetrics clinical research organization (“CRO”) subsidiaries in Germany, Italy, and Romania from Swiss stock exchange listed THERAMetrics Holding AG. Kinstellar supported Osborne Clarke on Romanian matters, and Bratschi Wiederkehr & Buob, Squire Patton Boggs, Luther Rechtsanwaltsgesellschaft, and Lombardi Molinari Segni Studio Legale advised the seller.

Accelovance Inc is a clinical development CRO focused on vaccine, oncology, and general medicine Phase I-IV programs. It acquires THERAMetrics GmbH, THERAMetrics S.p.A., THERAMetrics CRU, S.r.l., and THERAMetrics S.r.l., as well as assuming management of THERAMetrics Inc.’s clinical program in the United States.

Osborne Clarke Partner Janita Good, who led the firm’s team on the deal, said: “Accelovance Inc is an award-winning, global CRO and an extremely dynamic business. This was first time we’ve acted for them and we can’t wait to see what they will do next.”

The Osborne Clarke team was led by Partner Janita Good, assisted by Associate Samantha Peacock in the UK, Partner Martin Sundermann and Senior Associate Mark Friedrich in Germany, and Partner Diego Rigatti and Senior Associate Pietro Giorgio Castronovo in Italy. 

Counsel Iustinian Captariu led the Kinstellar team supporting Osborne Clarke on Romanian matters, supported by Associates Oana Costache, Diana Rogozea, Catalin Graure and Mihai Coada. The Partner on the matter was Razvan Popa.

Partner Marco Rizzi of Switzerland’s Bratschi Wiederkehr & Buob advised THERAMetrics Holding AG on the deal, and coordinated the work of firms in other jurisdictions. London-based Squire Patton Boggs Partner Jane Haxby and Senior Associate Julian Ciecierski-Burns (on contractual/transactional aspects) and Partner Patrick Ford (on tax) led that firm’s team on English-law aspects and US securities law aspects. Frankfurt-based Luther Partners Stefan Galla and Ulrich Siegemund advised on German law aspects, and Lombardi Molinari Segni Studio Legale Partner Stefano Cirino Pomicino advised on Italian law aspects. 

On 25 May 2016, the Bulgarian government approved a new draft Concessions Act. The draft remains to be adopted by the Bulgarian parliament. The new Concessions Act will replace the current Concessions Act in its entirety, and will revoke the existing Public-Private Partnership Act.

Previously, on 17 May 2016, the Bulgarian government had approved the granting of a concession for the operation of Sofia airport. The concession remains to be announced in the Official Journal of the European Union and the Bulgarian State Gazette, which will formally kick-off the tender process. The successful bidder is expected to commit to an advance payment on the concession of approx EUR 290 million which shall be used for restructuring the indebtedness of the State Railways.

New draft Concessions Act

The new draft Concessions Act approved by the Bulgarian government (Council of Ministers) covers the main principles and rules on the actions required for planning and preparing concession awards, for conducting and awarding concessions, for the implementation of concession contracts and the supervision of their performance. The draft is meant to transpose the requirements under Directive 2014/23/EU on the award of concession contracts, taking into account the specifics of national legislation and its rules regarding concessions, public-private partnerships, the management of and the disposal with state and municipal ownership, Bulgarian practice and existing experience with concessions.

The draft is still to be adopted by the Bulgarian Parliament in two rounds of readings before entering into force. Further amendments to the draft are therefore possible.

The new Concessions Act will replace the current Concessions Act and the Public-Private Partnership Act, and will amend a number of other acts containing concession related provisions.

According to the government (announcement of 25 May 2016; in Bulgarian), the new Concessions Act is expected to increase opportunities for use of a concession as a form of public-private partnership that creates public resources, high level benefits and services for the public and private sector, and for society as a whole. The new draft is further meant to contribute to the development of infrastructure and services, without financial exposure for, or with minimum financial participation by the state and municipalities, whereas the experience of the private sector is expected to be used for innovation and increased efficiency.

The purpose of the draft Concessions Act is to reach long-term benefits from concessions since the economic benefit of a concession is seen in terms of the benefit to society in the long run, rather than the direct current benefits (incomes). The supervision over the performance of concession contracts will be improved through the control powers vested in the Privatisation and Post-Privatisation Control Agency. Additional transparency shall be ensured through registration with the National Concession Register.

According to the information currently available, concessions approved by the relevant state or municipal body prior to the entry into force of the new Concessions Act, shall be awarded under the Concessions Act currently in force, ie, under the old regulatory regime.

Sofia Airport Concession

On 17 May 2016, shortly before the approval of the new draft Concessions Act, the Bulgarian government (Council of Ministers) adopted a formal resolution on the opening of the long awaited procedure for the 35-year concession of Sofia Airport. The concession will be awarded in an open tender.

The tender remains to be announced in the Official Journal of the European Union and the Bulgarian State Gazette and to be registered with the National Concession Register, following which complete tender documentation shall be uploaded on the website of the Ministry of Transport Information Technology and Communications (section ‘Current Concessions’).

Given that the concession of Sofia airport was approved by the government prior to the enforcement of the new Concessions Act, the award of the concession will likely be carried out under the Concessions Act which is currently in force, ie, under the old regulatory regime.

The concession of Sofia airport is part of the Strategy for the Development of the Transport Infrastructure in Bulgaria until 2020. It aims to attract private investors to enhance the development of the airport infrastructure in Bulgaria and the optimisation of air-flight services. The government expects that the concession will contribute to achieving the established international standards, to know-how transfer, traffic generation and development of commercial activities in the region.

The government has announced its intention to require an initial (advance) concession fee for Sofia airport of approx EUR 290 million. The State Budget Act of 2016 provided that this fee shall not be contributed to the state pension fund (which is financed, among others, with the fees collected from the concession of state ownership). Instead, according to the repeated statements of the Minister of Transport, the entire amount of the advance fee (approx EUR 290 million) shall be directed to the Ministry of Transport, and subsequently injected into the Bulgarian State Railways, Holding BDZ, for repayment of their debt towards – mainly international – creditors.

By Alexandra Doytchinova, Partner, and Stefana Tsekova, Partner, Schoenherr

Orrick and Dedak & Partners have advised a consortium of international private equity firms including Bessemer Venture Partners, Columbia Capital, HarbourVest Partners, Innova Capital, MC Partners, and Oak Investment Partners, in the sale of Slovakian telecommunications provider Benestra to leading private equity house Sandberg Capital. The Slovak Relevans law firm advised Sandberg on the transaction, which remains subject to regulatory approvals.

Benestra is a leading provider of telecommunications services in Slovakia. In 2015, it generated revenues of EUR 46.4 million and EBITDA amounted to EUR 16.3 million. Benestra’s service portfolio includes voice and data communication solutions, internet connectivity solutions, data centers, and hosting services on both physical and virtual cloud platforms. 

“We are pleased to announce this transaction which concludes our successful investment in GTS Central Europe,” announced Magdalena Magnuszewska, Partner of Innova Capital. “I am convinced that under a new and strong owner Benestra will continue to be a leading company in the Slovak telecommunications market.”

“This acquisition is our first step into the Slovak telecommunications market, which is currently in the process of consolidation, and in which we would like to actively participate,” said Michal Rybovic, investment manager at Sandberg Capital. “Benestra with its strengths in the market and stable cash flow forms the ideal platform for further growth.”

The London-based Orrick team was led by Partner Shawn Atkinson, who has been advising members of the consortium of investors since they first acquired the assets of telecommunications service provider GTS Central Europe in 2007. Atkinson also advised the consortium of investors on the 2014 sale of GTS to Deutsche Telekom for EUR 546 million. That sale excluded GTS Slovakia, which was retained by the investors and renamed Benestra.  

In addition to Atkinson, the team included Emma Raleigh, Katrina Murphy, Amy Roper, Alice Taylor, David Griffiths, Rosalind Seeley, and Jackie Harper.

The Dedak & Partners team consisted of Partner Eduard Winkler and Junior Lawyer Martin Tedla.

The Relevans team advising Sandberg consisted of Partner Marian Masarik and Associate Andrea Kovacikova.

Hasmet Ozan Guner has launched the Guner Legal law firm in Istanbul as part of the PETI investment consultancy, which describes itself as “a one-stop consultancy firm to meet local and international companies’ full-fledged consultancy service needs in Turkey.”

According to Guner, “we aim at providing full-fledge consultancy in Turkey to local and foreign investors with our members, and where necessary, with our business partners from other professions. Our strongest sides are Commercial Law, Pharmaceuticals & Healthcare Regulations, Administrative Law, Commercial and Administrative Disputes, Urbanism, Real Property Law, Cultural Property Law and Labor Relations and Social Security Law.”

Guner began his legal career with Moroglu Arseven in Istanbul in 2008, and in February 2012 he joined the Esin Attorney Partnership — the Turkish member firm of Baker & McKenzie International. By the time he left Esin in January of this year he was leading the firm’s Pharmaceuticals & Healthcare practice, while also working within the firm’s Competition/Antitrust and Trade & Commerce departments. He received his law degree from Galatasaray University in 2008, which he followed up with an LL.M. from Istanbul Bilgi University in 2011.

Among Guner’s many publications is a June 2015 article he co-authored for the CEE Legal Matters magazine about a major shift in the Turkish pharmaceuticals and medical devices industries initiated by the Turkish government in favor of domestically manufactured products (as published on the CEE Legal Matters website on September 2, 2015).