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Dentons has strengthened its Capital Markets practice in Warsaw with the arrival of new Partner Jakub Celinski, who moves to the firm after 20 years at Baker & McKenzie, where he co-headed the Securities Practice Group.

Senior Associates Piotr Kowalik and Ryszard Manteuffel join Celinski in moving to Dentons from Baker & McKenzie. 

Celinski focuses his practice on equity and debt instrument offerings, securitization transactions and public M&A deals. He is experienced in cross-border transactions, especially public share offerings by foreign companies listed on the Warsaw Stock Exchange, and dual listings, and he frequently represents Polish and multinational companies engaged in capital markets. 

Piotr Kowalik focuses on equity capital market projects, public offerings of Polish and foreign companies, and listings on the Warsaw Stock Exchange. He also provides regulatory advice on reporting obligations of public companies and brokerage activities by investment firms. Ryszard Manteuffel leads projects connected with public and private securities offerings, and his practice includes acquisitions of public companies, registrations of investment funds and regulatory advisory. 

“We are proud to welcome on board this top caliber team, led by one of the most highly recognized Capital Markets lawyers in Warsaw,” said Tomasz Dabrowski, Chief Executive Officer, Dentons Europe.

“The arrival of Jakub Celinski, Piotr Kowalik and Ryszard Manteuffel will expand our offering in Equity Capital Markets and public M&A,” said Dentons’ Poland Managing Partner Arkadiusz Krasnodebski, “and broaden our client relationships to help make Dentons the advisor of choice for clients interested in capital markets in Poland and other European countries.” 

1.1.    Introduction of bank account registry in 2015

In 2015 Austria introduced a centralised bank account registry (Kontenregister) for bank accounts and deposits within Austria. The purpose of such registry is to provide information regarding existing bank accounts and deposits to criminal prosecutors, financial criminal authorities, and tax authorities.

The account registry contains basic information about (i) the holder’s name, address, and place of residence, and additionally the birth date in case of individuals; (ii) the account or deposit number; (iii) the account or deposit opening / closure dates; (iv) the name of the credit institution or the depositary; and (v) information about trustors, beneficial owners, and persons with authority over the account or deposit (less sensitive external information). The account registry does, however, not contain information about account movements and underlying transactions, and the account or deposit balance (more sensitive internal information). Credit institutions must provide all necessary data periodically to the Minister of Finance in electronic form starting with data from 1 March 2015 onwards.

1.2.    Access to data from the account registry by prosecutors and courts

As of 1 August 2016 public prosecutors may access information contained in the account registry without prior court approval. This will facilitate the investigation for the prosecutor. Until now, the courts have carefully assessed whether information from bank accounts and expected results are justifiably proportionate to the presumed infringement upon the rights of the defendant. In addition, the courts also considered whether there is a reasonable chance of achieving the same result by taking less intrusive measures. The assessment of the proportionality now lies in the hands of the prosecutor.

Searches in the registry will be possible by name or by account / deposit, which also constitutes a considerable advantage for the prosecutor. Under current law, the prosecutor has to address the court order to all of the five bank associations in Austria if they do not know the exact bank account number of the suspect. This leads to significant delays in proceedings.

1.3.    Remedies against unlawful access to the bank account registry

Since access to the account registry does not involve credit institutions any longer (which often objected the request), it is now up to the defendant to assert its rights. The defendant may (i) object to the prosecutor’s decision if it seems unlawful; and (ii) appeal a subsequent court decision. See our Legal Insight dated 31 January 2014 for details (http://www.schoenherr.eu/de/knowledge/knowledge-detail/austria-new-legal-remedy-against-police-activities-within-criminal-investigations/). This remedy does, however, not have a suspensory effect. The public prosecutor may already use all information contained in the account registry to advance its investigation. From the defendant’s point of view the fact that the information must subsequently be destroyed (in case the remedy was successful) offers only little consolation.

2.1.    Request for full account disclosure as of 1 August 2016

Currently, public authorities may request disclosure of basic information on bank accounts and bank operations such as the name the address of the account holder, as well as corresponding identification documents and/or the confirmation that a certain person has a business relationship with a certain bank “if this information is deemed necessary to clarify an intentionally committed criminal act.” In addition, public authorities may request the disclosure of all documentation relating to the account holders business relationship with the bank if:

• this information is deemed necessary to determine whether an order to secure confiscation (Article 19a Criminal Code), forfeiture (Article 20 Criminal Code), extended forfeiture (Article 20b Criminal Code) or any other offence related property order should be issued in criminal proceedings; and/or
• the authorities have reason to believe that they will seize items, documents and other records relevant for their investigation; and/or
• a transaction relating to a criminal act is to be conducted through the business relationship.

The order to access a suspect’s account information has to be obtained through the courts. Once approved by the court, the order is then forwarded by the public prosecutor to the credit or financial institution, and to the defendant and persons owning or authorised to access the account. However, the public prosecutor can ask for service on the defendant and the owners of the account to be postponed, so as not to derail the investigation.

2.2.    Possible remedies against full account disclosure

Since in practice, the possibility to delay the service of the order to the defendant has become the rule, the burden to decide whether to file for a remedy generally lies with the financial institutions.

Currently, a financial institution can object to the seizure of certain documents if it deems them to be covered by bank secrecy and can request that these documents are separately stored with the court. The court would then decide which documents may be reviewed by the public prosecution authority. However, this right will change as of 1 August 2016. Pursuant to the new wording of sec 116 of the Austrian Criminal Code of Criminal Procedure financial institutions may no longer object to the seizure of documents and/or request a separate storage by the court. Instead, financial institutions will be limited to filing a complaint against the court order which will continue to have a suspensory effect. In case the remedy is successful, the documents will be considered as having been unlawfully obtained and will have to be destroyed.

By Klara Jaros, Attorney at Law, and Mario Johannes Perl, Associate, Schoenherr

White & Case has advised the Republic of Poland on its issuance of a USD 1.75 billion ten-year benchmark bond. The offering was registered with the United States Securities and Exchange Commission under Poland’s shelf registration statement.

Cravath, Swaine & Moore advised lead managers and bookrunners on the transaction Barclays, BNP Paribas, Deutsche Bank, and J.P. Morgan.

The White & Case team was led by London-based Partner Doron Loewinger and Local Warsaw-based Partner Andrzej Sutkowski with support from Associates Katarzyna Grodziewicz (in Warsaw), and Luiza Salata and Brian Dearing (in London).

Cravath did not reply to our inquiries on the matter.

Dentons — working alongside Bulgaria’s Djingov, Gouginski, Kyutchukov & Velichkov — has advised the shareholders on the sale of 100% of City Hospitals and Clinics AD in Bulgaria to Acibadem Saglik Hizmetleri ve Ticaret A.S (Acibadem).The Esin Attorney Partnership — the Turkish member firm of Baker & McKenzie international — advised Acibadem on the acquisition, as well as on its simultaneous acquisition of the Bulgaria-based Tokuda Hospital, and its merger of the two.

The Acibadem Healthcare Group has been a leading private provider of diagnostic and treatment services in Turkey since 1991. Acibadem has 18 general-purpose hospitals (including 1 in Macedonia), 1 hospital management agreement in Iraq, 13 outpatient facilities and support services companies, and a team of more than 18,000 employees and 3,100 physicians. According to the Esin Attorney Partnership, the acquisition of City Hospitals and Clinics and the merger of them with Tokuda Hospital, “will create the largest private healthcare provider in Bulgaria and one of the leading healthcare institutions in Central and Eastern Europe.” The firm also notes that, “the deal is also an example of a new trend of Turkish companies investing outside of Turkey.”

The operating partners of City Clinic will roll over their stake into the new combined entity. Subsequent to all the transactions, Acibadem will hold 76.5% of the newly created holding company’s share capital, and certain of City Clinic’s shareholders will hold the remaining 23.5%. 

City Clinic, founded in 2010, is a leading high-quality integrated healthcare provider in Bulgaria, operating in Sofia, Varna and Burgas. It operates three hospitals and three outpatient centers, among which is the only Joint Commission International-accredited hospital in Bulgaria. Following the opening of its new cancer center, City Clinic has dominated the market for both cardiovascular and cancer care in the country. City Clinic’s Sofia hospital is a teaching hospital supported by two leading medical schools, combining high-quality clinical service with education and research.

“We are very proud to have been able to support City Hospitals and Clinics AD in a major transaction which contributes to the improvement of healthcare in Bulgaria,” commented Dentons Partner and Co-Chair of Dentons’ Global Private Equity Group Rob Irving, who led his firm’s team on the deal. “This deal showcases Dentons’ capabilities in major cross-border transactions throughout the CEE/SEE region, as well as in highly specialized and regulated sectors such as healthcare.”

“I am proud,” commented Esin Attorney Partnership Partner Eren Kursun, the Head of the firm’s M&A and Private Equity practice, “to have played a role in the inception of a partnership that will create a leading healthcare group in the CEE region and I am proud two have led a team of talented lawyers who managed to have these two transactions signed simultaneously despite the complexity involved. We were one team operating in five different time zones to get things done.” 

Irving was supported by Dentons Associates Orsolya Szabo, Ivan Jelocnik, and Christopher Colclough. The Djingov, Gouginski, Kyutchukov & Velichkov team included Partner Zdravka Ugrinova and Associate Gergana Monovska. 

Kursun’s team at the Esin Attorney Partnership was supported by Baker & McKenzie colleagues in the firm’s Amsterdam, Dubai, London, and Tokyo offices.

Editor’s Note: After this story was published, Djingov, Gouginski, Kyutchukov & Velichkov announced that — working through a Chinese wall — it had served as local counsel both to City Hospitals and Clinics and to Acibadem on the deal, working alongside Dentons and the Esin Attorney Partnership (and Baker & McKenzie), respectively. Partner Georgi Tzvetkov led the team working alongside Baker & McKenzie in advising Acibadem, while — as already reported in the original story — Partner Zdravka Ugrinova worked with Dentons in advising City Hospitals and Clinics.

Bondoc & Asociatii has assisted Centrul Medical Unirea S.R.L. (CMU) on its acquisition of the Helios Medical Center in the city of Craiova, Romania. The seller was assisted by Craiova-based firm Tumbar Cega & Popa.

CMU is a healthcare services provider conducting its business under the brand name “Regina Maria.” With this deal, CMU continues its expansion beyond its recent acquisition of the Ponderas Hospital (reported on by CEE Legal Matters on March 28, 2016), and its recent lease of property for a new hospital in Cluj-Napoca (as reported by CEE Legal Matters on March 21, 2016).

Last summer Regina Maria was sold by Advent International Corporation to Mid Europa Partners (as reported by CEE Legal Matters on August 5, 2015 and covered more extensively in the Inside Out feature of the December 2015 issue of the CEE Legal Matters magazine). The Bondoc team was coordinated by Managing Partner Lucian Bondoc, and consisted of Managing Counsel Horatiu Dumitru and Senior Associate Claudiu Tampau.

Tumbar Cega & Popa Partner Lavinia Toma Tumbar advised the Helios Center regarding the sale. 

CMS has advised private equity client Argus Capital Partners and its affiliate Calucem Holding S.a.r.l. on the disposal of the Calucem Group to Ambienta SGR S.P.A. a Milan-based private equity fund. Ambienta was advised by Croatia’s Porobija and Porobija, the UK and Italian offices of Grimaldi Studio Legale, and the UK and German offices of Dechert.

CMS describes Argus Capital, established in 1998, as “one of the most experienced private equity investment firms operating in Central and Eastern Europe.” The Calucem Group, which Argus had acquired from Mid-Europa Partners five years ago, consists of Calucem Holding B.V. (Netherlands), Calucem Inc. (USA), Calucem GmbH (Germany), Calucem d.o.o. (Croatia), Calucem Pte (Singapore), and Kitapci (Turkey) and is the worldwide No. 2 producer of calcium aluminate cement with the three leading producers accounting for approximately 80% of the worldwide market.

The CMS team, which included CMS lawyers from Hungary, the UK, the Netherlands, Croatia, Luxembourg, Germany, and Italy, along with cooperating counsels in the US and Singapore, was led by Budapest-based Corporate Partner Eva Talmacsi, with lead associate support from CMS Budapest Senior Associate Gabor Gelencser, and further assistance from CMS lawyers Martin Wodraschke, Anna Burchner, Richard Taylor, Agnes Solyom, Miklos Boros, Szabolcs Szendro, Arpad Lantos, Timea Kukucska, Tim Hardy, Omar Qureshi, Salah Mattoo, Hrvoje Bardek, Marija Zrno, Sandra Lisac, Roman Tarlavski, Abbas Ali Hyder, Martijn van der Bie, Bob Zijl, Herman Boersen, Birgit Schneider, Angelika Thies, Andreas Gerten, Bjorn Herbers, Sylvain Elias, Julien Leclere, Bernard Elslander, Vincent Marquis, Fabrizio Alimandi, and Federico Raffaelli.

The Porobija & Porobija team advising Ambienta was co-led by Partner Drazen Grubisic-Cabo and Zeljka Rostas Blazekovic, working with Ivana Sverak and Iva Tokic Culjak.

The Grimaldi team was made up of Partners Fabio Pizzoccheri and Riccardo Sallustio, Counsel Roberto de Nardis, and Associates Giuliana Capillo and Giuseppe Buono.

Dechert did not reply to our inquiries on the matter.

Sorainen Lithuania has advised Softneta on the EUR 1 million investment into the company by venture capital fund Practica Capital. Cobalt advised Practica Capital on the deal.

Practica Capital venture capital fund acquired newly issued shares in the company for EUR 1 million. The funds invested will be used to finance further business expansion.

Sorainen describes Softneta as “an award-winning Lithuanian IT company providing software-based specialized healthcare solutions to improve the quality of patient care,” and says that it “has enjoyed great success not only nationally but also globally through exporting products to North and South America, Continental Europe, the Middle East, and Australia.”

Softneta was advised by Sorainen Managing Partner Laimonas Skibarka, Specialist Counsel Mantas Petkevicius, and Associate Karina Kuizinaite.

Cobalt reports that its advice to Practica Capital “included structuring of the deal, drafting, negotiating and organizing the execution of the investment, shareholders, shares subscription agreement and other relevant documents, and providing legal advice on all related matters.” The firm’s team included Partner Elijus Burgis and Senior Associate Eva Suduiko.

White & Case has successfully represented MOL Hungarian Oil and Gas plc in obtaining regulatory clearance from the European Commission for its acquisition of ENI Hungaria Zrt. (ENI Hungaria) and ENI Slovenija druzba za trzenje z naftnimi derivati, d.o.o. (ENI Slovenija).

MOL, an integrated oil and gas company active across the entire crude oil and natural gas value chain, agreed in Autumn 2015 to buy the companies ENI Hungaria and ENI Slovenija from ENI S.p.A, which own 183 filing stations operated under the Eni and Agip brands in Hungary and 17 stations in Slovenia (including dealer owned sites), as well as ex-refinery and non-retail operations of these companies in Hungary and Slovenia (ENI Hungaria’s lubricants wholesale business was excluded from the transaction).

MOL filed the deal for merger review in Brussels on February 29, 2016 and the Commission cleared the deal on April 7, concluding that the acquisition would not raise competition concerns given the competitive conditions in the relevant markets.

The White & Case team in Brussels which advised on the transaction was led by Partner Mark Powell with support from Associate Strati Sakellariou.

Image Source: mol.hu

Clifford Chance announced that Counsels Milos Felgr in Prague and Ioana Talnaru in Bucharest would be among the 24 lawyers world wide promoted to Partner by the firm, effective on May 1, 2016.

Felgr joined Clifford Chance in 2002 and was promoted to Counsel in 2014. According to a statement released by Clifford Chance, he “is recognized as a leading banking & finance lawyer in the Czech Republic by all key legal directories and is the head of Clifford Chance’s finance practice in Prague, one of the top finance teams in Prague.” The firm also reports that, “the reputation and excellent quality of the work done by Milos’ team is such that it has consistently been involved in most of the top, high-end banking & finance deals taking place in the Czech market.” Among the deals he has worked on in recent years is Union Investment Real Estate’s high profile acquisition of a majority stake in the Palladium shopping and office center in Prague from a company managed by Hannover Leasin (reported by CEE Legal Matters on March 12, 2015) — which was described as “the most significant real estate acquisition ever in the Czech Republic and the largest single-asset deal recorded in Central Europe.” 

Alex Cook, Prague’s Managing Partner, stated that, “I am delighted to have Milos join us as a Partner and head of our finance practice at the point when we are saying goodbye to Vlad Petrus. Milos is a talented lawyer and will bring drive and enthusiasm – qualities that will, without a doubt, elevate our practice to the next level and beyond.”

Ioana Talnaru, who joined Clifford Chance Badea in 2004, specializes in Corporate M&A, Private Equity, and Energy. She graduated the Faculty of Law of Nicolae Titulescu University in 2001 and obtained an LL.M in International Business Law from the Central European University in Budapest in 2003. The firm reports that she “has particular expertise in domestic and international corporate M&A transactions and has been actively involved in a number of significant deals, assisting private equity funds, real estate funds and international companies in relation to mergers & acquisitions, disposals, joint ventures, internal restructurings and reorganizations.” Among the deals she has worked on in recent years is Abris Capital Partners’ 2015 investment in the Pehart group of companies (reported by CEE Legal Matters on July 3, 2015) and HR GLL CDG Plaza S.R.L.’s lease of space in Bucharest’s Charles de Gaulle Plaza office building to the Regina Maria healthcare service provider (reported by CEE Legal Matters on March 19, 2015).

“This promotion reflects Ioana’s sustained performance and contribution to the firm over the years,” said Nadia Badea, Partner and head of the Corporate M&A practice. “She is a dedicated lawyer with a successful track record in local and regional M&A transactions. A new global partner in the Bucharest office reflects recognition for our strong results, and also brings further responsibility in the future. I have no doubt that, in her new position, Ioana will continue to bring her contribution and play an essential part in pursuing our local and regional strategy.”

Ioana Talnaru added: “The recognition I have received from the Clifford Chance global partnership is a great pride and honour. At the same time, I am thrilled to face the great challenge that lies ahead and I am determined to live up to the trust that was placed in me by my partners and colleagues, while continuing to stand by our clients.”

Speaking of the 24 new Partners at Clifford Chance, firm Managing Partner Matthew Layton commented, “These promotions recognise talent, commitment and entrepreneurialism. Each of these new partners has already made their mark: by virtue of the quality of their expertise and service delivery, they are seen as ‘go-to’ advisors by their clients; they are role models for our teams; and they play a critical part in delivering the firm’s strategy.  I congratulate each of them for their impressive achievements to date and the valuable contribution they have already made to the firm and I look forward to working alongside them as they further develop their careers at Clifford Chance.”

The promotions will take effect from May 1, 2016 and will bring the total number of partners in the firm to 577.

CMS Berlin has advised Poland’s Medort Group, a Lodz-based manufacturer of wheelchairs and supplier of rehabilitation equipment, acting through its German subsidiary, Meyra GmbH — on its acquisition of a majority stake in German wheelchair manufacturer Richter R.M.S. The purchase price was not disclosed.

Richter R.M.S. is a family-owned business based in the Bavarian town of Thurnau that specializes in the manufacture of wheelchairs featuring stand-up technology.

The Medort Group was advised by CMS Berlin on all legal aspects of due diligence and the acquisition. The team was led by Counsel Igor Stenzel, a Polish-speaking lawyer with what CMS describes as “a long history of cooperation with the Warsaw office.” In a statement released by the firm, Stenzel is quoted as saying, “this transaction is a good example of the current wave of investments by Polish companies in the German market.” And his Polish CMS colleague Blazej Zagorski, an Of Counsel in the firm’s Warsaw office, agreed. “Polish companies are increasingly daringly taking over players on other markets, in particular in EU countries,” said Zagorski. “The strengths of the German market include, inter alia, prospects for the development of the local economy, stable rules for conducting business activity, and purchasing power of the population.”

The identity of Richter’s counsel was not disclosed.