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On 31 October, Lawin has announced the successful completion of the sale of RSA Insurance Group of its subsidiaries in three Baltic countries to the Polish insurance market leader Powszechny Zaklad Ubezpieczen (PZU). The deal (originally reported on by CEE Legal Matters on April 18, 2014) had an estimated value of EUR 360 million. 

RSA Insurance Group sold its company Lietuvos Draudimas in Lithuania, Balta in Latvia, Codan Forsikring in Estonia, and Link4 Society Ubezpieczen Spolka Akcyjna in Poland.  

Consultancy to RSA Insurance Group was provided by a team of lawyers consisting of representatives of the law firms Slaughter and May in the UK, Lawin in Lithuania, Latvia and Estonia, Gorrissen Federspiel in Denmark, and Soltysinski Kawecki & Szlezak in Poland. Linklaters Advised PZU on the acquisition. Sorainen advised on the merger clearance in Latvia for the deal. 

Kinstellar has announced the opening of a new office in Sofia, Bulgaria, and the appointment of Diana Dimova as office Managing Partner.  

Kinstellar was formed in 2008 from the Bratislava, Bucharest, Budapest and Prague offices of Linklaters — the firm’s name is an anagram of its Magic Circle-member parent — and in recent years it has expanded into Serbia, Turkey, and Kazakhstan. The Sofia office becomes the firm’s eighth in CEE. 

The core of the firm’s 10-person office in Sofia moved with Dimova from Wolf Theiss, where she spent the past three years. Dimova specializes in advising Corporate and Private Equity clients on acquisitions and disposals, VC investments, restructuring, and joint ventures, among other things. She studied law at Sofia University and holds an LLM degree from King’s College, University of London, as well as a Practice Diploma from College of Law of England and Wales. Before joining Wolf Theiss in 2010, Dimova spent three years as a Senior Associate at DLA Piper in Sofia. 

Jason Mogg, Kinstellar’s Firm Managing Partner, was enthusiastic about the new office: “We are very excited to be launching in Sofia. We look forward to working with the team to serve our clients’ business interests in Bulgaria. Following our launch in Almaty, the opening in Sofia demonstrates Kinstellar’s underlying strength and commitment to deliver integrated, consistent, top-quality advice and service to clients across emerging markets.’’

DLA Piper lawyers in Bratislava, Istanbul, Prague, and Warsaw were involved in the firm’s advice to Israel Chemicals Limited on ICL’s sale of its aluminum, paper chemicals and water treatment business to the Japanese corporation Kurita Water Industries. Freshfields advised Kurita on the acquisition. 

The asset sale and purchase agreement was signed on October 26, 2014, and the transaction is expected to be complete by the end of this year. The sold business units produce active ingredients, formulations, and customized water treatment solutions for use by industries and municipalities. The asset sale and purchase agreement also includes Kurita’s purchase of ICL Performance Products’ chemical additives business for the paper industry and related aluminum compounds produced by ICL PP at its facilities located in Ludwigshafen and Dusseldorf as well as at additional venues in Europe and China.

According to a DLA Piper statement, “ICL is a global manufacturer of products based on specialty minerals that fulfil essential needs of the world’s growing population in the agriculture, processed food, and engineered materials markets. It is a public company whose shares are traded on the New York Stock Exchange and the Tel Aviv Stock Exchange. 45 per cent of ICL’s Shares are held by Israel Corporation Ltd, 13.9 per cent by PotashCorp and the remainder by the public. The company employs approximately 12,000 people worldwide, and its sales in 2013 totalled 6.3 billion US dollars. ICL sold the APW Business as part of its strategy to further focus on its core businesses in agriculture, food and engineered markets.”

The DLA team was led by Frankfurt-based Partner Kirsten Girnth, and consisted of fellow German Partners Jan Dreyer, Martin Heinsius, Konrad Rohde, Michael Magotsch, Fabian Muhlen, and Jan Pohle, Counsels Thilo Streit, Guido Kleve, Christian Kau, and Sascha Morgenroth, and Associates Birka Stroschein, Philipp Oppermann, Niklas Mangels, Johannes Wolz, Jennifer Sieger, Carla Nicolai, Gregor Schroll, and Maren Beneke.

DLA Piper lawyers outside of Germany were involved as well, including Sheffield-based Partner Robert McKie, Istanbul-based Partner Jonathan Clarke, Paris-based Partner Philippe Danesi, Warsaw-based Partner Jacek Gizinski, Milan-based Partner Wolf Michael Kuhne, and Bratislava-based Partner Michaela Stessl. Among the many Associates working on the deal were Basak Belet (in Istanbul), Jakub Cisar (in Prague), and Joanna Przybyl (in Warsaw).

At ICL, Nikolaas Vles and Rouven Schwab advised on the transaction.

The Freshfields team that advised Kurita was led by corporate partners Takeshi Nakao in Tokyo and Barbara Keil in Munich.

Egorov Puginsky Afanasiev & Partners has assisted Uralsib in the successful conclusion of its second securitization of mortgage assets. 

The deal involved an offering by an SPV (mortgage agent) of three tranches of bonds secured by a pledge over a mortgage pool: two senior tranches, where the issuer’s obligations are performed in the same priority ranking, and a junior tranche, where obligations are performed after those under the senior-tranche bond have been discharged. The firm’s associates contributed to Moody’s assigning a rating of Baa3 (sf) the senior-tranche bonds, moreover the securities have been successfully listed on MICEX-RTS on the second level of the List of Securities and have been offered for public subscription. The junior tranche has been bought back by Uralsib acting as the originator, thus taking on the deal-related risks.

According to a press release of the firm, insurance of financial risks related to the mortgage bonds by the mortgage agent was an important feature of the deal that impacted the content of the contractual documents.

The EPAM team was suppervised by Partner Dmitry Glazunov, and included Senior Associate Oleg Ushakov and Associate Nadezhda Morgunova.  

CHSH Cerha Hempel Spigelfeld Hlawati has advised the KGAL Group on its acquisition of the Oberwart shopping center from Christian Harisch and Stefan Rutter, each of whom have a 50% stake in the Rutter Immobilien Group. The sellers will retain a stake of 10% in the building over the long term.

The Oberwart shopping center in souther Burgenland — the easternmost and least populous state in Austria — encompasses more than 26,000 square meters, and is fully let. The acquisition adds to the KGAL Group’s Austrian Retail Park Portfolio institutional real estate fund. Since December 2012, KGAL has invested in four shopping centers and retail parks in Austria, increasing the portfolio volume there to EUR 1.1 billion. 

The KGAL Group — based in Grunwald, near Munich — was founded in 1968, and is one of the largest German asset managers. It provides investment opportunities for institutional investors in the areas of dal estate, aviation, and infrastructure.  It manages a total investment volume of EUR 24.6 billion. 

The CHSH team was led by Partner Manfred Ton, who was assisted by Partners Mark Krenn and Bernhard Kofler-Senoner and Senior Attorneys Matthias Nodl, Stefan Hubr, and Nikolay Yanev.

Earlier this year, the same firm advised KGAL Group on its purchase of the Shopping Horn in the northern Austrian town of Horn (reported on by CEE Legal Matters on February 5, 2014).  

Arzinger has advised Big Dutchman International in connection with provision of a EUR 3.5 million loan to Creative Group. The funds will be used to purchase and install equipment on the Creative Group’s duck farm. 

The Creative Group is a leading Ukrainian integrated agro-industrial company and one of the largest producers of agricultural products in Ukraine. It produces fats and margarines, sunflower oil and meal, soybean meal and oil, and biofuel pellets, while also engaging in farming and livestock breeding. 

Big Dutchman is based in Holland, Michigan, and is one of the global leaders in producing and supplying agricultural equipment, and operates in more than 100 countries. According to a statement on the company’s website, “Big Dutchman provides a complete line of poultry and swine production equipment around the world and leads the industry in the design and production of products geared towards [customers’] current and future needs.”

The Arzinger team was led by Counsel Oleksander Plotnikov, the Head of the firm’s Banking and Finance Practice.

Lavrynovych & Partners has acted as a legal advisor to the MUK Group of companies on debt recovery under supply agreements totaling a combined USD 6.75 million.

The MUK Group started its activity in Ukraine in May 1997. The company’s main activity is the distribution of computer equipment, software, peripherals and networking equipment. The MUK dealer network currently includes over 1100 companies/partners throughout Ukraine.

According to a statement released by Lavrynovych & Partners, the firm “worked on developing a line of judicial protection of client’s interests and successfully protected the violated rights of [the MUK Group] in the Ukrainian Economic Courts in three disputes [over] supply agreements worth USD 6.75 million.”

The Lavrynovych & Partners team was led by Associate Partner Andriy Moroz, assisted by Associate Inna Rudnyk.

Sorainen has advised the Norwegian companies Woodfarm and Woodham on the disposal of their 27% shareholding in Libros holdingas, a Lithuanian holding company consolidating companies in the Libra Group which are engaged in timber, furniture manufacturing, and related businesses. 

The Libra Group was founded in 1991 by five students between 20 and 22 years old at the Vilnius University Faculty of Economics who “decided to try their luck by working the wood processing and furniture industry.” Four of those five remain and continue to develop the company. The first company of the group was the Dominga sawmill, which produces oak wood products for the furniture industry.

Sorainen’s assistance included preparing the transaction documentation, representing the clients in negotiations with the company and other shareholders, and other related transaction issues. The firm claimed that the transaction was complex, “as it involved managing different interests of the shareholders in the company as well as implementing complicated conditions precedent.”  

Sorainen’s team was led by Partner Laimonas Skibarka, assisted by Associate Vaidotas Melynavicius. 

Asters provided legal advice on Ukrainian merger control matters, including obtaining merger clearance from the country’s Antimonopoly Committee, in connection with the April 16, 2014 acquisition by Triton Fund of GEA Group’s Heat Exchangers (HX) Segment for EUR 1.3 billion. 

Due to a lack of group-wide synergy potentials, GEA Group had announced its decision to completely separate from the HX Segment on June 20, 2013, and at the time of the deal some 10 months later Jurg Oleas, the Chairman of the Executive Board of GEA Group, said: “We are pleased that, with Triton, we have found a reputable owner for the Heat Exchangers Segment. HX has a strong foothold in the market, enjoys an outstanding market position with its products and is commercially successful. In its capacity as investor, Triton brings in the perspective of further developing the business potential of HX in the best way possible.”

The Dusseldorf-based mechanical engineering group GEA Group is one of the largest suppliers for the food processing industry and a wide range of other process industries. As of December 31, 2013, the group employed about 18,000 people worldwide. Its heat exchanger business involves the manufacturing of heat exchanger products globally, and it holds market positions in Germany and Western Europe. With the divestment of HX, GEA Group increases its food processing technology share to over 70 percent of group revenue. The Group intends to use the proceeds from the sale primarily for further reinforcing its core business by means of targeted acquisitions.

The Triton funds invest in and support the positive development of medium-sized businesses headquartered in Northern Europe – with a focus on Germany, Switzerland, Austria, and the four Nordic countries: Denmark, Finland, Norway and Sweden. The 25 companies currently in Triton’s portfolio have combined sales of approximately EUR 13 billion and over 55,000 employees.

Asters’ team advising on the project included Partner Alexey Pustovit and Associates Olga Andrushchakevych and Iryna Fomina.