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Ilyashev & Partners announced that it secured four merger clearances from Ukraine’s competition regulator, the Antitrust Committee (AMKU), necessary for the PZU Group’s acquisition of four insurance companies in Poland and the Baltics from Royal & Sun Alliance Insurance (originally reported on by CEE Legal Matters on April 18, 2014).

PZU acquired Link4 in Poland, Lietuvos Draudimas in Lithuania, AAS Balta in Latvia, and Codan Forsikring in Estonia, all from the the British RSA insurance group. As a result of the acquisition, PZU will become the largest insurer in the Baltic region. SORAINEN advised PZU on the transaction and the same firm secured merger clearance from the Latvian competition council as well (as reported on by CEE Legal Matters or June 5, 2014). Consultancy to RSA Insurance was provided by lawyers from LAWIN (in all three Baltic countries), Soltysinski Kawecki & Szlezak (in Poland), Slaughter and May (in London), and Gorrissen Federspiel (in Denmark).

According to Ilyasvev & Partners, Under Section 22 of the Competition Act in Ukraine, PZU had to also obtain AMKU’s merger clearance in order to proceed with this multi-million dollar deal. Towards this end, Ilyasvev & Partners’ Head of Antitrust and Competition Practice Oleksandr Fefelov, Taras Utiralov and Mykola Aleksiuk successfully represented PZU.

CMS Hungary has advised E.ON combined-cycle power stations in Debrecen and Nyiregyhaza to Dalkia.

According to Dow Jones & Company, following the acquisition of the two plants in eastern Hungary, Dalkia Energia Zrt., will supply heat to 110,000 Hungarian households and several tens of thousands of public institutions.

The lead lawyer from CMS advising on the transaction was Aniko Kircsi, Partner of the firm in the Budapest office. 

SORAINEN Estonia has advised Stratasys in its acquisition of GrabCAD in an all-cash transaction. The transaction is expected to be completed by the end of September, subject to the fulfilment of customary closing conditions.

Stratasys is a leading global provider of 3D printing and additive manufacturing solutions. GrabCAD is helping engineers get products to market faster by connecting people, content and technology. The acquisition is expected to enable Stratasys to provide its customers with enhanced collaboration tools and improved accessibility relating to 3D CAD content. The addition of GrabCAD Workbench provides Stratasys with an opportunity to drive communication and ease of use throughout the 3D printing process and grow its technology solutions and user communities.

The SORAINEN team, led by Partners Toomas Prangli and Kaupo Lepasepp, and Specialist Counsel Kadri Kallas, assisted in Estonian law aspects of the transaction.

VMP Vlasova Mikhel & Partners has advised EBRD on the provision of a USD 5 million loan to Belarusian commercial bank MTBank for on-lending financing of medium and small businesses. 

The loan is provided in the framework of the EDRB Programme for the Support and Development of Small and Medium-Sized Businesses by Providing Loan Facilities to Financial Institutions. 

According to the firm, the main feature of the deal is that the facility will be provided in local currency and with longer maturities. It will help to eliminate foreign exchange risks both for MTBank and small companies with no foreign currency revenues.

Francis Delaey, the EBRD’s Head of Office in Belarus, said: “We are delighted to sign this local currency facility with MTBank, one of our long-standing partner banks in Belarus. With this project we are not only providing loans with longer maturities to domestic small businesses but also promoting lending in local currency, which is another important objective for us in Belarus.”

This is the second credit line in local currency provided by international financial institutions in Belarus, and the only one since 2012.

The VMP Vlasova Mikhel & Partners Banking and Finance team that worked on the deal was led by partner Tatiana Emelianova.

The Moscow team of CMS has advised Achmea Group on the sale of 100% of the shares in its Russian subsidiary, Insurance Company Oranta.

The major Netherlands-based finance and insurance group, Achmea announced in a press release on September 10 that the sale comprises in the transfer of all the shares of Oranta – a 100% subsidiary of Achmea – to Companion. The transaction was approved by the Russian Federal Antimonopoly Service (FAS).

The lead lawyer from CMS advising on the deal was Partner, David Cranfield, who heads the Corporate group of the Moscow office.  

White & Case has advised Jastrzebska Spolka Weglowa on the acquisition of an organized part of the enterprise of Kompania Weglowa including the Knurow-Szczyglowice coal mine, for PLN 1.49 billion.

JSW is the largest producer of high quality type 35 (hard) cooking coal and a significant coke producer in the European Union. White & Case provided comprehensive support for the acquisition, including advice on financing through private placements of secured bonds under the issue programme in two tranches of, respectively, PLN 700 million and USD 163.76 million.

Warsaw-based White & Case Partner Marcin Studniarek, who led the team advising JSW, said: “The coal and coke market is cyclical in nature and global fluctuations in price have a significant impact on the profitability of mining plants. Any action aimed at reducing mining production costs and expanding the resource base are important factors in determining the competitive edge of mining companies. The White & Case team which advised JSW successfully navigated a complex transaction, underlining the Firm’s capability in providing legal advice to mining companies. We were very pleased to support JSW in the pursuit of its strategic goals.”

During 2013, the output of JSW’s five existing mines was 9.8 million tons of coking coal (including 7.8 million tons of hard coking coal) and 3.8 million tons of steam coal. Prior to the acquisition of the Knurow-Szczyglowice mine, the anticipated coal resource of the JSW mines was around 2.2 billion tons, including approximately 600 million tons of recoverable resources.

The Knurow-Szczyglowice mine has an annual coal production capacity of 3.8 million tons, including 40 percent coking coal. Its anticipated coal resources are 1.26 billion tons with recoverable reserves of 375.1 million tons, including 119.7 million tons under current valid licenses.

Studniarek’s team included Local Partners Aneta Hajska and Tomasz Ostrowski, Counsel Jakub Gubanski and Grzegorz Jukiel, and Associates Aneta Urban, Rafal Kaminski, and Magdalena Zmyslowska.

SORAINEN Estonia has advised Nordea Pensions Estonia on taking over the management of all pension funds currently managed by ERGO Funds.

The transfer brought Nordea pension funds 27,000 new investors and increased the volume of assets under management by EUR 65 million. As at 1 September, the total volume of Nordea pension funds exceeded EUR 179 million, and in comparison to the same period last year the number of customers has close to doubled. On 1 October 2014, Nordea will merge the former ERGO funds with Nordea pension funds with the same law firm advising the latter on the pension fund merger.

SORAINEN claims that this is “one of the most complex cases in the Estonian investment fund industry.” It is the first pension fund management transfer as an asset deal and the first pension fund merger in Estonia, as well as one of the very few investment fund mergers.

The firm team advising on the deal included Partner Reimo Hammerberg, Senior Associate Paul Künnap, and Associate Helen Ratso.

In August, the same firm has advised Nordea on the transfer of its Baltic banking business — operated by Nordea Bank Finland in Estonia, Latvia and Lithuania — to its Swedish parent company Nordea Bank (reported on by CEE Legal Matters on August 18, 2014). 

Greenberg Traurig advised BNP Paribas in the acquisition of control of Bank Gospodarki Zywnosciowej (BGZ).

BNP Paribas will finalize the acquisition of 74.39% of shares of Bank Gospodarki Zywnosciowej on September 23rd, as Rabobank — the owner of BGZ — subscribed yesterday to the tender offer, which valued BGZ at PLN 4.5 billion (approximately EUR 1.1 billion).

Following completion of the tender offer, BNP Paribas should hold between 88.64% and 90% of BGZ while Rabobank will retain a stake just below 10%. This acquisition was completed after obtaining all required regulatory approvals, including that of the Polish Financial Supervision Authority.

The Greenberg Traurig team was led by Warsaw-based Senior Partner Lejb Fogelman, who was supported by Partners Lukasz Pawlak, Stephen Horvath, and Paul Westhoff, as well as by Associates Adam Cain, Agata Jakubczak, Ma?gorzata Pasnik and Mateusz Slizewski.

Gleiss Lutz has advised US listed TRW Automotive Holdings Corp. (TRW) on its sell of outstanding shares to Germany based ZF Friedrichshafen AG (‘ZF’).

The all-cash transaction is, according to the law firm, valued at approximately USD 13.5 billion. After closing, TRW is to become a business division of ZF. The transaction will create a global automotive group in the supplier business with pro forma combined sales of approximately EUR 30 billion and 138,000 employees. The closing of the transaction is subject to certain conditions such as approval by the TRW stockholders, the receipt of the regulatory approvals and further customary closing conditions. The transaction is expected to close in the first half of 2015.

In CEE, TRW operates in Czech Republic, Poland, Romania, Slovakia and Turkey.

The team advising TRW was led by Partners Christian Cascante and Jochen Tyrolt, together with Partners Wolfgang Bosch, Thomas Winzer, Gerhard Roder, Johann Wagner, and Stephan Wilske. Also working on the deal were Christian von Kockritz, Adrian Bingel, Johannes Schragle, Nico Holtkamp, Lucie von Haller, and Markus Martin.

Gleiss Lutz advised together with a team from Simpson Thacher, New York.

White & Case has advised industrial real estate company Prologis on the acquisition of an international property portfolio.

According to the law firm, Prologis has acquired three logistics parks located in the Czech Republic, Slovakia and Poland. The parks, encompassing 23 Class-A distribution centers totaling 230,000 sqm of leasable space, are located along key regional transport routes.

Petr Panek, one of the Partners that led the team working on the deals, stated: “These strategically-located properties complement Prologis’ existing strong portfolio in the CEE region. Our ability to bring together a strong team of lawyers from across the CEE region, who worked seamlessly across jurisdictions, enabled us to contribute to the smooth execution of this transaction.”

In a Prologis press-release, Philip Dunne, President of Prologis Europe commented: “We are pleased to acquire such well-located logistics facilities at a discount to replacement costs. These high-quality assets complement our existing portfolio. The Prague assets, in particular, are in a long-established park that will benefit from an increase in labor availability in the years to come.”

The White & Case team was led by Partners Panek in Prague and Marek Staron in Bratislava, supported by local Partner Maciej Zalewski in Warsaw, Counsel Ladislav Chundela in Prague, Tax Consultant Tomas Cibula in Bratislava, and Associates Karel Petrzela, Jan Stejskal, Kamila Dankova, Marianna Galusova in Prague, and Katarzyna Czwartosz, Kamila Przepiesc and Anna Struzynska in Warsaw).

In July, the same company purchased Prologis Park Budapest-Ullo, the 37,500 square meter Auchan-occupied building in Budapest, Hungary (reported on by CEE Legal Matters on August 1, 2014).