Category: Uncategorized

  • Squire Advises on “Eight-Digit” Financing Round in The Ganymede Group

    Squire Patton Boggs has advised the Warsaw-based private equity and venture capital investor, MCI Management, on an what the investment press release describes as an “eight-digit figure” financing round in the Ganymede Group. The latter was advised by boutique firms Komosa Imielowski and Sojka Maciak Mataczynski.

    MCI consistently invests in companies with a leading position in the digital space and new technologies with high growth potential. In the social casino games segment, the company has enjoyed an expansion rate of approximately 50% per year – last year reaching a value of USD 2.6 billion. 

    Ganymede, established 10 years ago, is one of the largest Polish companies in the game industry. Ganymede is the owner of the popular stand-alone games portal GameDesire.com, but also provides game solutions to a network of global partners.

    Sylwester Janik, Partner at MCI Management SA stated: “The current financial success of the company and promising forecasts are driven by the quality of their games appreciated by players, which is why only in 2014, the average number of new daily registrations on their sites, including Facebook, amounted to almost 50 thousand, while the MAU (monthly active users) has increased almost threefold over the last two years.”

    Maciej Mroz, CEO of Ganymede, added: “Our strategy of dynamic development, challenges us to attract the best employees in the market – which may include the opening of an office in London or San Francisco. This year, we plan to grow by more than 50 specialists, who will greatly enhance existing teams and help break ground on new products. We believe that having a strong partner like MCI, who shares our vision and development strategy will enable us to quickly realise our plans.”

    Ganymede is the second online game company, after Prague-based Geewa, which has attracted investment from MCI. According to the Ganymede Group, MCI’s commitment will not be limited to the financial investment. In addition to the capital for the further development of the company, MCI will also provide their partners with expertise from other companies within the industry.

    Michal Karwacki, the newly-promoted Partner in Warsaw, who led the Squire team working on the deal said, “We are delighted to have led on this project for MCI Management, who we have been working closely with over the course of the last number of years. As technology and media are key sector growth areas for our group, this deal demonstrates our real capability in this area. As private equity and venture capital increases across Central and Eastern Europe, we are well positioned to benefit from further opportunities like this one. Our SPB colleagues from London and Moscow offices are already a top VC/PE advisors in Russia and we would like to repeat such success in Poland.”

    Aside from Karwacki, the other lawyers working on the matter from Squire Patton Boggs were Associates Ewelina Witek and Piotr Chochowski.

    Image source: ganymede.eu
  • Deal 5: TransFin-M PC General Counsel on RUB 3 Billion Bond Issuance

    In February of this year CEE Legal Matters reported on the issuance by TransFin-M PC’s of convertible bonds with a nominal value of RUB 3 billion, which Egorov Puginsky Afanasiev & Partners – the firm working with TransFin-M on the matter – described as “unique for the Russian market.”

    We reached out to Stanislav Ilyukhin, the General Counsel of TransFin-M, with Five Questions on the matter.

    CEELM:

    In its press release about the issuance, Egorov Puginsky Afanasiev & Partners (EPAM) described the convertible bonds as “unique for the Russian market.” In what way were they unique? Were they vanilla convertible bonds, mandatory convertibles, reverse convertibles, or packaged convertibles?

    S.I.: The convertible bonds were issued in the way of mandatory convertibles (conversion to happen in 3 years or in case of an early conversion event). The issuance of convertible bonds are unique instruments for capital injection in the Russian corporate sector. Convertible bonds were predominantly used by Russian banks to increase their prudential capital (capital adequacy ratio).

    CEELM:

    What was the reason for the issuance? Were the bonds issued to finance a particular project, or done in the regular course of business?

    S.I.: The main reasons for the issuance were to increase the company’s capital adequacy ratio (to meet banks’ requirements for CAR ratio), to demonstrate shareholder support, and to establish a new funding source. The proceeds from issuance of convertible bonds were used to finance the company’s ordinary business and to refinance short-term obligations.

    CEELM:

    How was the decision made as to the specific kind of bonds TransFin-M would be issuing, in terms of maturity date, total nominal value, and other features? Was it a pure business decision, or were you involved, or did EPAM or other entities assist?

    S.I.: The main conditions of the convertible bonds constitute the balance of TransFin-M interests and major Shareholder capabilities. When determining the conditions of convertible bonds we also took into account how this event would be received by the market, company auditors, and the regulatory authority.

    CEELM:

    How/why did you select EPAM as external counsel in the matter?

    S.I.: EPAM was recommended to the Company by the majority Shareholder, who had successfully worked with EPAM in the past, including on projects connected with bonds issuance. The final decision in favor of EPAM was made after a tender process, which TransFin-M carries out due to its internal rules of doing business.

    CEELM:

    What was your working relationship with EPAM in the matter — how were responsibilities divided between the in-house TransFin-M legal team and the EPAM team?

    S.I.: The TransFin-M team worked out an action plan with the EPAM team to determine areas of responsibility for each party. EPAM team was responsible for drafting emission documents, while TransFin-M team was in charge of giving final approval of the emission documents and held overall control over the accuracy of the drafting. TransFin-M legal team also performed all corporate procedures necessary under Russian law for the issuance of securities (such as convening and holding meetings of competent management bodies of the Company).

    CEELM:

    Did all your communication with EPAM flow through Dmitriy Glazounov, or did you also communicate regularly with the other lawyers on the EPAM team as well?

    S.I.: Working on that project with EPAM we communicated not only with Dmitriy Glazounov, who provided general supervision on the project, but also other members of his team: Senior Associate Oleg Ushakov and Associates Gilyana Haraeva and Alexander Filchukov.

  • Duncea, Stefanescu & Asociatii Appoints Two New Partners

    Duncea, Stefanescu & Asociatii has announced the promotion of Denisa Benga and Marius Dumitru to Partners. Within the same round, Matei Dimoftache was promoted to Managing Associate.

    Benga specializes in competition and antitrust, corporate & commercial, M&A, litigation & arbitration, and WEEE management systems. She first joined the firm in 2007. Previously she worked as a Lawyer for the law firm “Anca Avram” – Allianz Tiriac Asigurari and as a Trainee with Schoenherr.

    Dumitru specializes in insolvency and bankruptcy cases and liquidation of assets, offering assistance in enforcement proceedings and debt recovery. He also joined Duncea, Stefanescu & Asociatii, having worked for RSM Hemmelrath / ADU Law Office before that. 

    Duncea, Stefanescu & Asociatii was associated until November 2014 with the Mazars auditing and financial consultancy firm. The separation was announced on November 6 following a 7 year collaboration.  

     

     

  • Dorda Brugger Jordis Advises on Shopping Centre Acquisition in Vorarlberg

    Dorda has advised the buyers of the “Passage²²” shopping centre in Rankweil, Vorarlberg, Austria, which was previously owned by ZIMA Projekt Baugesellschaft mbH. The seller was advised by Georg Mandl, a local counsel in the province of Vorarlberg. The purchase price was not disclosed.

    According to the Dorda press release, the property was acquired by an international family office from Switzerland together with co-investor and manager BLUE Asset Management from Munich. The same release informed that MERKUR and McDonalds have entered into long-term rental agreements to become anchor tenants of the property. Works proceed according to schedule and completion of the property’s approximately 7,000 m2 of turnkey leasable space is expected for May 2015. 

    Head of Real Estate Stefan Artner, Partner Tibor Varga, and Lawyer Daniel Richter from Dorda advised on the matter. The deal’s tax aspects were handled by Erich Resch of TPA Horwath.

    Image source: zima.at
  • New Regulatory Head at Naftogaz

    Mariya Sukhan joined Naftogaz of Ukraine as its new Head of the General Legal Division responsible, which is also responsible for Regulatory Affairs. The Director of Legal and Compliance, and Member of the Board of the National join-stock company is Yuriy Kolbushkin.

    Prior to joining the company, Sukhan was a Local Partner in the Schoenherr Kiev office, which closed down this February 1. Before that, she worked for KPMG for 10 years. 

    The National Joint Stock Company Naftogaz of Ukraine is the leading enterprise in Ukraine’s fuel and energy complex, and one of the biggest Ukrainian companies. Naftogaz of Ukraine is a vertically integrated oil and gas company engaged in full cycle of operations in gas and oil field exploration and development, production and exploratory drilling, gas and oil transport and storage, supply of natural gas and LPG to consumers. Over 90% of the oil and gas in Ukraine is produced by the enterprises of the Company.

  • Doubinsky & Osharova Defends “Ingosstrah” Trademark

    Doubinsky & Osharova has successfully defended the interests of the Ingosstrah insurance agency in litigation over its right to the “Ingosstrah” trademark in Ukraine.

    The case involved the efforts by a Russian insurance agency of the same name to have the Ukrainian company’s trademark certificate ruled invalid. 

    According to Doubinsky & Osharova, in late February the court agreed with the Ukrainian Ingosstrah that the Russian company was unknown in Ukraine and thus, at the time the Ukrainian company applied for a trademark, no confusion was likely. As a result, the court found no reasons to cancel the Ukrainian company’s trademark, and dismissed the Russian company’s claim.

    Ingosstrah was represented by Doubinsky & Osharova Partner Yaroslav Ognevyuk and Attorney Dmytro Nikulesko.

  • Pachiu & Associates Makes New Partner

    Romanian law firm Pachiu & Associates has announced the addition of Remus Ene to its partnership.

    Ene co-leads (together with Alexandru Lefter) the Competition and Corporate Practice Groups. He specializes in providing assistance with regards to mergers control, the structuring and implementation of distribution channels in accordance with competition legislation, and review of the commercial behavior and contracts of clients in order to prevent the infringement of Romanian and European competition legislation. He was also responsible for multiple projects surrounding the rights of ownership of copyrights, trademarks, patents, industrial designs, computer software, and databases.

  • DJBW Hires New Banking Partner

    Danilowicz Jurcewicz Biedecki i Wspolnicy has announced the addition of Michal Jasinski as a new Partner in its Banking and Finance team.

    Prior to joining DJBW, Jasinski worked as a solo practitioner for three years (Kancelaria Radcy Prawnego Michal Jasinski). Before that he spent five years with Magellan Pro-Equity Fund S.A. as a Lawyer in the Foreign Investments Department, preceded by two years as a Lawyer with Baker & McKenzie in Warsaw. 

    DJBW’s managing partner, Witold Danilowicz, commented: “We strongly believe that Michal’s joining our team will be of great benefit to our clients and will strengthen our presence on the market.”

  • SPCG Advises Fenzi Group on Acquisition of Kadmar spolka

    Studnicki Pleszka Cwiakalski Gorski advised Fenzi Group in their transaction to acquire shares in Kadmar spolka z o.o., which, according to the firm, was represented by their internal legal staff only in the deal.

    Fenzi Group — a Glass Alliance member and a world leading manufacturer of profiles and sealants for IG units — is based in Milan, Italy. It has been active in the market for more than 70 years, with plants in 7 countries on 3 continents, more than 500 employees, exports to more than 80 countries worldwide, and EUR 250 million worth of sales.

    Kadmar spolka z o.o. — Poland’s leading manufacturer of sealants for IG units — is based in Jaworzno, Poland. It has been in operation for more than 20 years now and is exporting its products to 9 countries in Europe and Asia.

    The Parties have not disclosed the transaction vale.

    The SPCG team advising on the deal was led by Partner Wawrzyniec Rajchel, who was supported by Senior Associate Iga Jaworska, Associates Michal Bobrzynski and Zofia Matyja, and Junior Associates Pawel Lekawski, Magdalena Stanislawska, and Katarzyna Duda.

    Image source: fenzigroup.com
  • Russian and Korean Firms Sign Strategic Alliance Agreement

    Russian law firm YUST has announced the signing of a strategic alliance agreement with Korean firm Jipyong, which has resulted from what the Russian firm describes as “a rapidly developing cooperation” between the two.

    According to YUST, the main objective of the strategic alliance is improving the cooperation within the context of developments of the commercial relations between the Russian Federation and the Republic of Korea.

    In particular, the agreement between Jipyong and YUST stipulates:

    • permanent presence of Jipyong lawyers at the YUST Moscow office;
    • special fee conditions for the Principals of Jipyong and YUST;
    • joint events for the Principals of Jipyong and YUST etc.

    Evgeny Zhilin, Managing Partner of YUST commented: “We value highly the opportunities opened for us through cooperation with Jipyong. We will make every possible effort to increase the presence of the Korean business in Russia.”

    Alexander Bolomatov, Partner of YUST and the coordinator of the project added: “[The] Cooperation with Jipyong is a great honor to us, and an important step in the development of the Asian sector of the Firm’s business.”

    From the Korean firm, Young-Tae Yang, Managing Partner of Jipyong stated: “Russia is strategically very important for Korea. We are convinced that cooperation of highly qualified professionals of the two law firms will facilitate the entry of the Korean companies into the Russian markets and lower their risks in the course of their investment activity in Russia. We are also hopeful that, thanks to the cooperation with YUST, we will be able to render our high-quality legal services (One-stop Service) to Russian companies on the legislation of the countries, where Jipyong maintains its offices.”