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Klavins Ellex advised on the reorganization and merger of SIA Spilva and AS Gutta into a single legal entity, which now operates as SIA Orkla Foods Latvija.

The reorganization was successfully registered with the Latvian commercial register on December 30, 2015. 

Partner Raimonds Slaidins and Senior Attorney Maris Brizgo comprised Klavins Ellex’ team in the project. “It was a major challenge for our law firm to complete the reorganization process at such a short notice – in just 5 months,” said Brizgo. “We proved that we can do it.”

Image Source: orkla.com

Popovici Nitu Stoica & Asociatii has announced the appointment of Cristian Popescu to Partner.

Popescu specializes in agribusiness projects, with a special focus on land acquisition, farms’ development, and financing, and also has experience in intellectual property and copyright disputes. He first joined the firm in 2006 from Babiuc, Sulica & Asociatii. 

Florian Nitu, PNSA Managing Partner said: “Since he joined the firm back in 2006, Cristian’s commitment to our values and mission was simply unwavering. I am glad to see him joining our partnership and I wish him the very best in the new role.”

The appointment brings the number of Partners in the firm to 11. 

Kocian Solc Balastik has advised New York-based Tiger Global Management on a minority stake transfer deal in which the target company Seznam.cz — the owner of the most-visited Czech website — acquired shares in itself from Tiger Holding Four and Mirua International. Havel, Holasek & Partners advised Seznam.cz on the deal.

KSB’s advice focused on Czech corporate and contract law issues, including pledge aspects. According to the firm, “the challenge was to harmonize the interests of both minority shareholders and meet a very tight deadline.”

Tiger Holding Four and Mirua International have held a joint 30% stake in Seznam.cz since 2007. As a result of its acquisition, Seznam.cz ceases to have a minority shareholder for the first time in 15 years, and Seznam.cz founder Ivo Lukacovic is now the only beneficial owner of the company. 

The KSB team consisted of Counsel Christian Blatchford and Senior Associate Martin Kubik, with input from Partner Martin Solc.

Havel & Holasek did not reply to our inquiry about its work on the deal.

Image Source: Seznam.cz 

Law Firm Miro Senica and attorneys has acted as legal counsel to the Montenegrin company Monte Rock in its acquisition of shares in HIT Montenegro and the Maestral tourist complex in Przno, Montenegro — 75% from Slovenia’s HIT Gorica DD and 25% from Daimond, in bankruptcy. CMS Podgorica advised HIT Gorica.

Monte Rock was founded and is owner by Greek businessman Petros Stathis. Monte Rock reported to a Montenegrin daily newspaper that it expected to invest between EUR 5-10 million in the first phase of hotel reconstruction by summer 2016, “out of a planned 20 million euros that will be implemented after the tourist season.” Monte Rock also reported that the purchase price amounted to over EUR 31 million, and “with reconstruction financing the total investment will be more than 51 million euros.”

The Law Firm Miro Senica team advising Monte Rock was led by Founding Partner Miro Senica and Partner Mojca Muha.

The CMS team was led by Partner Milica Popovic, and included Tamara Samardzija, Marija Marosan, Jovana Stevovic, and Ljubinka Tubic.

Image Source: maestral.info

The Supreme Court of the Republic of Lithuania has satisfied the request of a group of 262 claimants — individuals that subscribed and paid up the emission of shares of the bankrupt bank Snoras, but were not granted the shares subscribed due to the bank’s bankruptcy — to ask the European Court of Justice to clarify whether EU and national law protects them. The group of claimants was represented by Fort.

The claimants seek to recover in total approximately EUR 2 million and receive personal insurance premiums up to EUR 100,000 granted by the EU directive on the deposit-guarantee schemes 94/19/EC (as amended by 2009/14/EB).

On behalf of the claimants, Fort argued that deposit insurance protection applies to any credit balance of a person or his claim rights emerging from the obligation of the bank to perform normal banking transaction with such credit balance. As the claimants had claim rights to funds paid for the emission of Snoras shares, Fort argued, they are entitled to protection by the EU deposit guarantee scheme. Since the scope of the protection stems from EU law, Fort argued, the European Court of Justice should provide a preliminary ruling on the application of such deposit guarantee system to them.

Accepting Fort’s arguments, the Supreme Court of Lithuania asked the ECJ to clarify the following aspects of EU law: First, should the funds of the share subscribers transferred to the account of Snoras and opened in another credit institution be treated as a deposit? Second, does the term “normal banking transactions” play a role in determining what the “credit balance” mentioned in the directive is (and if yes, what are the criteria for defining “normal banking transactions”). Third, if funds are not considered to be deposits under that directive, but national law affords them the status of deposits, should such funds be considered a deposit only if the funds were transferred to the credit institution for the purposes of “investment activities” as defined in the sister directive on investor’s protection (97/7/EC) and MIFID?

According to Fort, if the ECJ rules that the share subscribers can be treated as depositors, the claimants could be entitled to receive insurance premium amounting to EUR 100,000 each.

“It is disappointing that the inferior courts have ignored and did not take into account the EU law arguments of the claimants,” said Andrius Mamontovas, Managing Partner of Fort Vilnius. “Due to this fact the enforcement of the justice has already taken an unreasonably long time. In contrast, the Supreme Court has demonstrated a comprehensive approach to the matter and has raised certain legal questions important for the resolution of this case in its own motion in its request to the ECJ.”

PeliFilip has promoted Oana Badarau to Partner, increasing the firm’s partnership to 9.

Badarau, who specializes in real estate, projects and infrastructure, and public procurement, first joined PeliFilip in August 2008 as an Associate. Prior to that, she worked as a Junior Associate with NNDKP for one year.

Commenting on the appointment, Francisc Peli, Managing Partner of the firm, said: “Badarau’s promotion as Partner was a natural decision for us, due not only to her remarkable evolution, but also to her character, values, and dedication, 100% compatible with PeliFilip’s DNA. Badarau is a leader, she has imposed a high standard regarding the quality we must deliver and she inspires us every day to be better, supporting the firm with her organising skills and proactivity. We wish her lead is followed by our other lawyers as well.”

Badarau added: “Within the PeliFilip team I had the opportunity to grow in the direction I wanted, to capitalize and develop my competencies and to cultivate those traits and beliefs which were already resonating with the firm’s values. This is why I was honoured to accept my colleagues’ proposal to become Partner and I am confident that together we will continue to successfully engage in the most important projects in Romania, to deliver high quality services to our clients and to strengthen our position on the local law market.”

Within the same promotion round, Olga Nita was made a Senior Associate.

CHSH has advised Mitterbauer Beteiligungs-Aktiengesellschaft in connection with the voluntary takeover offer for all shares in Miba AG, the subsequent squeeze-out of the remaining shareholders, and delisting of the company.

On July 30, 2015, Mitterbauer Beteiligungs-Aktiengesellschaft published an offer to acquire all shares in Miba AG, which shareholders were able to accept until November 26, 2015. A total of 86,688 Miba AG shares were tendered into the offer, corresponding to an acceptance threshold of 71.5%. 

The remaining 34,545 Miba AG shares held in free float were the subject of the squeeze-out approved by the shareholders’ meeting of Miba AG on October 12, 2015 and were transferred to the principal shareholder, Mitterbauer Beteiligungs-Aktiengesellschaft, on December 3, 2015 following entry of the resolution in the commercial register. At the same time, this brought to an end the listing of Miba AG on the Vienna Stock Exchange, where its shares had been listed since 1986. 

Mitterbauer Beteiligungs-Aktiengesellschaft consequently became the sole shareholder of Miba AG, and has remained so since. 

According to a CHSH statement, “in keeping with the wishes of Mitterbauer Beteiligungs-Aktiengesellschaft, which strove to end its stock exchange listing quickly, for the first time ever a structure was implemented which allowed the squeeze-out procedure to be performed during the takeover offer’s extended acceptance period, while at the same time fully respecting the rights of shareholders, who thanked the company for this. The resolution was not challenged at the shareholders’ meeting and accordingly no action for annulment was filed. 

CSHA advised Mitterbauer Beteiligungs-Aktiengesellschaft on all legal aspects surrounding the takeover offer and squeeze-out. The firm’s team was headed by Senior Partner Edith Hlawati, who explained: “The primary goal of Mitterbauer Beteiligungs-Aktiengesellschaft was to ensure the fair treatment of shareholders. We guaranteed this by giving shareholders the possibility of a voluntary exit in the takeover offer and by already communicating clearly with them in the offer document.” 

Hlawati was supported by Partners Volker Glas and Heinrich Foglar-Deinhardstein and Attorney Christian Aichinger.

Image Source: miba.com

Yondem Yigit Uclertopragi Attorneys at Law has advised the Turkish energy company Bereket Enerji A.S on its EPC Contract with Alstom-GE for the renewal of the turbines of Yatagan Thermal Power Plant, located in Yatagan,Mugla, in western Turkey.

With 630 MW installed capacity Yatagan TPP is one of the biggest thermal power plants in Turkey. It was acquired — along with its adjacent coal mines — by Bereket for USD 1.09 billion via a privatization tender in 2014. 

The YYU Legal team was led by Partner Turker Yondem, supported by Partner Eren Uclertopragi.

KSB has advised J&T Bank — one of the leading Czech private banks — on two issues of subordinated unsecured perpetual bonds, one in Czech crowns and the other in euros. The bonds were accepted for trading on the Prague Stock Exchange.

The first issue, in September 2015, amounted to CZK 1 billion, with each bond having a nominal value of CZK 100,000, while the second, a December 2015 issue, amounted to EUR 50 million, with each bond having a nominal value of EUR 5,000. In addition to the Czech market, the EUR bonds are available on the Slovak market, which required cooperation from both the Czech and Slovak National Banks in providing the bonds’ prospectus with the so-called passport. The bonds are counted as Tier 1 capital.

The bonds are only available to professional investors and clients with available investment cash over EUR 100,000.

KSB previously advised J&T BANK on the first-ever issue of perpetual bonds, a pioneering deal in the Czech Republic, in 2014 (reported on by CEE Legal Matters on July 23, 2014). 

The Lithuanian office of Cobalt has promoted two lawyers to its partnership – Simona Oliskeviciute-Ciceniene, Head of the Real Estate and Infrastructure Practice Group, and Juozas Rimas, Head of the Mergers and Acquisitions Practice Group.  

Oliskeviciute-Ciceniene has over fourteen years of experience advising Lithuanian and international companies, private equity funds, and state enterprises and institutions on public projects, sale and purchase transactions, joint ventures, and other complex investment transactions in the areas of real estate, infrastructure and energy law. She holds an Executive Master of Business Administration degree from the Baltic Management Institute, as well as an International Practice Diploma in International Joint Ventures from the College of Law of England and Wales. She obtained an LL.M. degree from Vilnius University in 2004 and continued her legal studies that same year at Universite Paris-X Nanterre, in France.

Rimas advises local and foreign strategic and financial investors in M&A, private equity, corporate restructuring, and other deals. He heads the Mergers and Acquisitions Practice Group at Cobalt, which, according to the firm, “was engaged in the largest and most significant transactions in the market – advising Gjensidige Forsikring ASA, a leading insurance company in the Nordic region on the acquisition of the shares in PZU Lietuva, advising the shareholders of the second largest Lithuanian telecommunication services provider UAB Cgates on the sale of their shares to the Estonian company Starman, [and] representing the Polish/Austrian fund manager Mezzanine Management in its investment into UAB Freor LT, a producer of commercial refrigeration equipment, through its third fund Accession Mezzanine Capital III etc.”

He obtained his Master’s Degree in Law from Vilnius University in 2005, and followed that up with a PhD in Law from Vilnius University in 2010.

The promotion of Oliskeviciute-Ciceniene and Rimas bring the number of Partners at Cobalt to 29: 8 in Lithuania, 8 in Latvia, and 13 in Estonia.

Irmantas Norkus, the Managing Partner of Cobalt Lithuania (and now Chairman of the Cobalt Board), was enthusiastic about the promotions, stating in a firm announcement that: “We have grown to the largest law firm in the region. Last year was busiest in our law firm’s history. We expect that the coming years will be marked by even greater activity. With this in mind, we are strengthening the team of our lawyers and partners in order to ensure continued delivery of top quality services to our clients. I am delighted at the addition to the team of partners of two experienced lawyers as a result of many years of their dedicated service. I am sure that the consolidation of the team of our partners and the exploitation of the synergy between Cobalt offices in the Baltics will enable us to offer a unique portfolio of services to our clients.”