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Selih & Partners has advised Lindab AB on its acquisition of IMP Klima Group from Hidria Group in a cross-border transaction that involved 6 markets: Bosnia and Herzegovina, Kosovo, Macedonia, Montenegro, Serbia, and Slovenia. ODI advised Hidria on the deal.

Lindab first announced on May 20, 2015 that it entered into “an agreement in principle with the IMP TIO Group to acquire IMP Klima,” which includes products and solutions for ventilation and indoor climate with specific expertise in air handling units and fans, which “strengthens Lindab’s ambition to develop its position as a complete supplier of ventilation and indoor climate solutions.” In a press release on May 29, Hidria also announced it agreed to sell the IMP Klima Group, with it ensuring “a profitable growth in its key segments, automotive and industrial divisions.” “With this, Hidria is partially changing its strategic orientation, with greater emphasis on the automotive and industrial segments, while exiting from the production of system solutions for air-conditioning,” the press release further stated. 

Lindab’s President and CEO, Anders Berg, commented: “Through the strategic acquisition of IMP TIO’s climate business we sharpen our offering even further and strengthen our competence in complete solutions, which also means greater confidence for our customers. Earlier this year, Lindab acquired MP3 with excellence in fire and smoke protection, and now we take a further step in the realisation of our strategy. The air handling unit is an important part of a ventilation offering, which is why IMP Klima, characterised by high quality and great competence, forms a very important and welcome addition to Lindab’s business and adds strength within a number of areas other than air handling units as well. Furthermore, we strengthen our market position in several areas.”

The acquisition is expected to generate synergies primarily on the sales side, and will make a positive contribution to Lindab’s business within a year. The completion of the transaction is subject to final registration of restructuring on the seller’s side as well as to approval from certain national competition authorities.

The Selih & Partners team advising Lindab was led by Partners Natasa Pipan and Blaz Ogorevc, while the ODI team assisting Hidria was led by Managing Partner Uros Ilic, assisted by Senior Associate Katarina Skrbec. 

Image Source: lindabgroup.com

Dentons has advised the Adris Group on the sale of TDR and other entities within Adris Strategic Business Units Tobacco and Retail to British American Tobacco for an enterprise value of EUR 550 million. BAT was assisted on the deal by Baker & McKenzie and Wolf Theiss.  

TDR is the leading independent cigarette manufacturer in Central Europe with a market leading position in Croatia and a position of scale in Bosnia and Serbia, which will provide BAT with the opportunity to significantly grow its business in the region. The other entities included in the sale are Istragrafika, Hrvatski duhani, and the iNovine and Opresa retail chains.  

According the the June 1 press release of BAT announcing the deal, as part of the transaction BAT has committed to keeping TDR’s manufacturing facility in Kanfanar, Croatia operational for at least five years following the expected October 2015 completion of the acquisition, which at this point remains subject to a number of anti-trust approvals and Adris shareholder consent. 

Nicandro Durante, BAT’s Chief Executive, commented: “This is an exciting acquisition for BAT, which will provide immediate scale in three core markets of Croatia, Bosnia and Serbia and establishes a sustainable platform to grow our business in Central Europe.”   

Rob Irving, the new Co-Chair of Dentons’ Global Private Equity Group commented: “We are very proud to have had the opportunity to support Adris grupa on this historic transaction that secures the future of TDR’s Kanfanar plant. This deal is a great example of Dentons’ ability to call upon lawyers located in CEE and the UK, from broad variety of disciplines, to advise on strategic cross-border matters in the South Eastern Europe region.”   

The Dentons team in Budapest advising on the deal (which recently moved over to the firm from White & Case – reported by CEE Legal Matters on April 15, 2015) consisted of Partners Rob Irving and Anita Horvath and Associates Eszter Fodor and Orsolya Szabo. They were supported by teams from Dentons’ offices in London and Milton Keynes that included Partners Tom Leyland and Alex Thomas, Counsel Tatiana Kruse, and Associates Suhail Qureshi, Christopher Colclough, and Nick Harrison. Dentons worked alongside Partners Belinda Cacic and Suzana Krog Bonaci and Associate Goran Kristovic of Cacic & Partners, long-time Croatian counsel to Adris.   

Baker & McKenzie London-based Partner Robert Adam said: “We are delighted to have supported BAT on its strategic acquisition of TDR, which provides BAT with an exciting platform for future growth.” The Baker & McKenzie team advising BAT was led by Adam, and included London-based Partner Keith Jones, Senior Associates Jannan Crozier, Ron Kirschner, and Alex Stratakis, and Associate Alex Gee. 

The Wolf Theiss team serving as as local counsel for BAT in Croatia and the Balkans was led by Zagreb-based lawyers Tadic-Colic and Dora Gazi Kovacevic, and included Zagreb-based lawyers Sasa Jovicic, Ira Peric Ostojic, Luka Colic, Ivan Zornada, Josip Martinic, Katarina Kezic, Sarajevo-based lawyers Naida Custovic, Jasmin Saric, and Samra Hadzovic, Belgrade-based lawyers Milos Andjelkovic and Igor Nikolic, Sofia-based lawyers Hristina Dzhevlekova, Iva Georgieva, and Atanas Mihaylov, Prague-based lawyers David Simek and Katerina Kulhankova, and Ljubljana-based lawyers Petra Jermol, Petra Zupancic. 

Moroglu Arseven has announced that litigator Orcun Cetinkaya has joined the firm as Partner on June 1, 2015.

Cetinkaya has eleven years’ experience supporting Turkish and international clients in various disputes, corporate, and employment law matters. According to the firm, “he regularly supports both local and foreign clients during cross-border disputes and debts, often involving high values or complex liability issues. Orcun advises clients on a broad range of issues including contractual claims, shareholder and partnership issues, joint ventures, construction, real estate, agency, professional negligence and employment matters, as well as administrative issues, tax disputes, customs, international trade and business crimes. During his career, Orcun has advised and represented clients at all types and levels of dispute resolution forum in Turkey, from local ad-hoc arbitrations and tribunals through to supreme courts.”

Cetinkaya received his law degree from Ankara University in Turkey’s capital in 2002, and followed it up with an LL.M. from the University of Nottingham in 2007. He moves to Moroglu Arseven from Gun & Partners, where he spent the first 10 and a half years of his professional career. He was made Partner at Gun & Partners in October 2012.

Havel, Holasek & Partners has announced the addition of Ivo Keltner as the firm’s 26th Partner.

A dual Czech and English law qualified lawyer, Keltner specializes in Banking/Finance. Prior to joining Havel, Holasek & Partners Keltner worked for almost eight years in the London, Frankfurt and Munich offices of Clifford Chance. He was a Senior Associate with the firm when he left. In 2009, he was seconded to IBD EMEA Loans and Leveraged Finance Department of Barclays Capital in London. Before Clifford Chance, Keltner worked as an Associate for three years within the CEE Banking and Finance Department of CMS Cameron McKenna in Prague and Moscow, where he focused mainly on leverage and real estate finance transactions. He started his career at the Czech Securities Commission and worked in the restructuring department of CSOB (Ceskoslovenska obchodni banka AS).

At Havel, Holasek & Partners, he will be responsible for legal and advisory services to banks, other financial institutions, sponsors and borrowers, and “further development of opportunities with an international angle on the Czech and Slovak markets.”

RTPR Allen & Overy has successfully represented Panasonic Marketing Europe GmbH in the Bucharest Court of Appeal in cancelling a file imposed by the Competition Council of Romania.

Panasonic was sanctioned, along with 5 other companies members of ECOTIC, by the Competition Council with fines totalling over RON 8,6 million (EUR 1.9 million) for allegedly concluding anti-trust agreements during the buy-back campaigns organised by ECOTIC in 2009 (Decision of the Competition Council No. 8/17.03.2014). 

The ECOTIC association is a collective organization, a non-profit entity, established in order to take over manufacturers’ responsibilities concerning the collection, reutilization, recycling and valorisation of the electrical and electronic equipment wastes. It brings together the leading manufacturers and importers of electronic and IT products in Romania. The full list of the 6 ECOTIC members and the sanctions applied to each were:

• SC Agis Computer SRL (RON 3.18 million)
• SC CG&GC Intelligent Technology SA: (RON 13,500)
• SC Gemini SP SRL: (RON 1.43 million) 
• SC Maguay Impex SRL: (RON 756,710)
• Panasonic Marketing Europe GmbH Wiesbaden Germania: RON 209,597)
• SC Scop Computers SA (RON 3 million) 

The claim of the Competition Council, according to its press release, was that the companies controlled “their product sales within buy-back campaigns during 2008-2009, by allocating the appropriate budget proportionally to the pre-existing market shares of association’s members. In this way, they did not intend to maximize the number of collected waste, but they maintained the market shares of the companies by granting discounts.”

ECOTIC issued a press release in response to the original decision arguing that the budgets were not proportional to market share but proportional to the companies’ contribution to the ECOTIC budget (under the form of a “green stamp”). It further argued that the recommendation of Bogdan Chiritoiu, the Competition Council’s President, of setting fixed compensation for products by type was also applied in the buy-back campaign. 

The Bucharest Court of Appeal fully upheld the plaintiff’s application and has cancelled the decision of the of the Competition Council with regards to Panasonic and awarded the company the full amount of the trial costs requested. 

According to the firm, Panasonic is the first company from the 6 members of ECOTIC to obtain a favourable decision ruled by the Bucharest Court of Appeal.

Paksoy has advised Ekol Gida — a leading Turkish company operating in premix and feed additives markets — on the acquisition by Cargill’s animal nutrition business of a 51% stake in the company. The firm advising Cargill on the deal requested that it not be identified, to comply with Cargill policy. The deal, which is subject to regulatory approvals, is expected to close in summer 2015. After a transitional period, the business will operate under the global Provimi brand in the market.

Mark Poeschl, Vice President and Group Director of Cargill’s animal nutrition business, explained the deal: “Customers will gain access to Cargill’s extended product portfolio and technical expertise for an enhanced experience. The commercial focus will be on Turkey and selected export markets.”

“We are proud for Ekol Gida to make this significant step together with Cargill,” said Serhad Celik, Ekol Gida’s General Manager and one of its founding shareholders. “The deal will leverage our established customer network in premixes, feed additives and our profound market knowledge. The management team will remain committed to continue serving our existing customer base.” 

Editor’s Note: In September, 2015, the Esin Attorney Partnership — the Turkish arm of Baker & McKenzie International — announced that it had advised Cargill on the deal, and that Cargill had now given it permission to reveal its involvement. The firm also announced that the deal had closed on September 4, 2015.

“We are pleased to continue our firm’s relationship with Cargill by advising them on a strategic acquisition which marks Cargill’s entrance into the animal nutrition business in Turkey,” commented Partner Duygu Turgut. “This acquisition will further enhance Cargill’s already leading position in the animal nutrition business, especially in the surrounding region.” 

Turgut led the firm’s team on the deal, with support from Associate Orcun Solak in Istanbul. The firm’s competition team was led by Zumrut Esin and Hakki Can Yildiz. 

Nestor Nestor Diculescu Kingston Petersen has advised RR Media on its acquisition of Eastern Space Systems (ESS) in Romania.

EES is a privately held provider of content management and distribution services and related consulting services. Founded in 1981 and headquartered in Airport City, Israel, RR Media operates as an end-to-end media service partner for broadcasters and content owners in North America, Europe, Asia, Israel, the Middle East, and internationally. It offers digital content acquisition and content distribution services; content preparation services, including multi-language audio or subtitling integration, closed captioning integration, ingestion, and formatting for specific devices or regional formats; and content management services through the RR Media digital-asset-management system that tracks content from the moment it enters its system until it is delivered and archived.

Avi Cohen, CEO of RR Media commented on the acquisition: “This acquisition is part of our continued strategy to accelerate growth, create scale and enhance our geographic presence. It meaningfully adds to our global business of content management and distribution infrastructure and local talent, as well as expands our services, especially in the areas where we’ve extended our satellite and fiber coverage in Central Europe. This growing region is underserved, dominated by small companies, and we view it as a prime opportunity to capture market share by leveraging our scale, global presence, and comprehensive offering. Accordingly, we are confident we can further penetrate Central Europe, gaining new customers and producing increasing revenue opportunities in the coming years. In addition, this acquisition bolsters our already strong customer base, giving us access to several upper tier customers.”

Cristinel Popa, CEO and owner of ESS, added: “We have worked extremely hard to create value for our customers in central Europe. I am very happy with the partnership created through this acquisition and strongly believe that it will greatly enhance the value for our customers giving them access to a larger range of global services.” 

As a result of this acquisition, RR Media expects, according to its press release, to generate approximately USD 7 million of incremental revenue from the central Europe region during 2016 and ESS is expected to be accretive to RR Media’s earnings within six months.

Image Source: rrmedia.com

The Bratislava office of Peterka & Partners has provided legal assistance to the Slovak branch of the French dairy group Senoble on its sale of shares in Senoble Central Europe — a Slovak subsidiary — to the international dairy group Schreiber. The transaction was part of Schreibers acquisition of Senoble’s subsidiary in Spain.

Senoble’s dairy factory in Zvolen, Slovakia, produces the Zvolensky brand of yogurt, which is the second best-selling brand in Slovakia. The dairy, which began operations in 1947, was acquired in 1996 by one of the direct descendants of the founders and renamed I. Wittman & Son. It was acquired by Senoble in September 2005 and renamed Senoble Central Europe in October 2006. It also produces desserts, ice creams, sour creams, yogurt drinks, and fermented milk.

Schreiber Foods, owned by its employees and headquartered in Wisconsin in the United States, has an annual turnover exceeding USD 5 billion. The company has over 7,000 employees and has production facilities and distribution centers in Austria, Brazil, Bulgaria, Czech Republic, Germany, India, Mexico, Portugal, Spain, Uruguay, and the United States.

Image Source: senoble.fr

On May 26, 2015, Vasil Kisil & Partners welcomed Ukrainian lawyer Andriy Kovalyov to its team. Kovalyeov, who leaves his position as Head of Legal at Samsung Electronics Ukraine, joins Vasil Kisil & Partners as Of-Counsel.  

Kovalyov specializes in intellectual property, antitrust, and unfair competition law, as well as in dispute resolution. He brings more than 10 years experience of in-house experience with him, the past 9 with Samsung, where he became Head of Legal in February, 2011. He graduated from the Kyiv National Taras Shevchenko University in 2005.

Kovalyov will reside in Silicon Valley, in California, where he will represent VKP on intellectual property, international trade, and high-tech law issues. When asked about the unique role, Managing Partner Andriy Stelmashchuk explained: ”We see a growing interest of IT industry to Ukraine. Mr. Kovalyov’s task is to provide legal work and to coordinate it with head offices in place. IT industry expansion will grow and we invest in opportunities that tomorrow will provide us with the workload in this sector.”

The Drakopoulos Law Firm has advised Smartbox on an equity investment in which OpenFund I and Jeremie OpenFund II participated together with some of Intellibox’s existing shareholders, and on the establishment of a Greek branch of Smartbox. Morgan Lewis acted as legal advisors of Smartbox in the UK.

According to the firm, the value of the equity investment into Smartbox — a leading handset recycling technology company which was previously a subsidiary of Intellibox — amounted to EUR 6.5 million. The Greek branch of Smartbox was established following the winding up of Intellibox. The mission of OpenFund is described as partnering “with pioneering technology companies taking advantage of software, mobile platforms and the web.” The fund invests in companies registered and operating in Greece, while addressing international markets.