After a valuable and information-rich day of panel discussions on important business development and law firm management topics, participants reconvened that evening (and were joined by several dozen newcomers) at the first ever CEE Legal Matters Annual Banquet and Deal of the Year Awards Ceremony – a celebration of CEE’s legal markets and the lawyers who work within them. Awards were presented for 17 qualifying markets in CEE – plus a surprise award for overall CEE Deal of the Year – with many of the lawyers playing key roles in nominated deals joining the celebration.
The festivities began quickly in Slovansky Dum’s Empire Hall, with good food, drinks, and a live jazz band setting the mood. Eventually, announcements of the various nominees and ultimate winners were made by various close friends of CEE Legal Matters called to the stage by Editors David Stuckey and Radu Cotarcea, often generating laughter as presenters from one linguistic culture struggled with the names of firms from another.
“Although there are many award ceremony events, there are none with the Central European focus of the Dealer’s Choice conference and Deal of the Year Awards,” said Ronald Given, Co-Managing Partner of Wolf Theiss Warsaw office, who added that the date of next year’s event is already circled on his calendar. “Bringing together practitioners that really work this distinct market creates an atmosphere of engagement, collegiality, and genuine networking. And when you come away with an award from there, you know you have earned a significant nod of acknowledgement from your peers.”
”We were as delighted with the banquet as winners were with their awards,” said David Stuckey, Executive Editor at CEE Legal Matters. “It was a great success, and we were pleased to have so many high quality law firms represented, from so many countries. That reflects the value the best law firms in CEE place on these awards, and is a profound demonstration of their significance to the region.” He smiled, adding: “The evening went by in a blur – so many people, so much laughter, good music, good food, and a great venue. We’re already excited about next year’s event!”
Merger of Raiffeisen Zentralbank Oesterreich AG with Raiffeisen Bank International AG
- Raiffeisen Bank International AG (Schoenherr)
- Raiffeisen Zentralbank Oesterreich AG (bpv Huegel)
Summary: Schoenherr advised Austrian Raiffeisen Bank International AG on its merger with unlisted Raiffeisen Zentralbank Oesterreich AG, which was advised by bpv Huegel. As a result of the deal, Raiffeisen Landesbanken (the former majority shareholders of RZB) will hold 58.8% of RBI and the rest will be free float.
Schoenherr’s comment: “The merger of RZB into listed RBI represents the largest corporate reorganization in the Austrian financial sector to date (over EUR 4 billion) and was one of the ten largest deals in Europe in the first half 2017. The merger improved the banks’ own funds position and simplified the group’s governance structure.”
Robert Kaukal, Head of Legal Services Corporate, Raiffeisen Bank International: “From an internal perspective, the merger between RZB and RBI was an important milestone in the group’s history; it helped improve our group’s capital position, entailing a clearer definition of relationships with our main shareholders and streamlining organizational structures. On its face it was only a transaction between group companies; but it was reported to be among the largest corporate reorganizations in Austria, involving the merger of two banks, with one of them being a listed company – certainly not an everyday transaction.
Although it was a transaction among group companies, rules of fairness and at-arm’s-length principles clearly had to apply. Usually we try to live up to the tradition of involving external counsel only if needed; here we were working with a team of 3-4 lawyers in-house, but at the same time went so far as to engage separate outside counsel for both RZB and RBI to make differences of opinion transparent and firm up internal assessments. And in all fairness, ‘family affairs’ can sometimes be more heated than a battle between strangers. But as the final transaction is perceived, it appears we managed it well.
Secondly, in a regulated industry the coordination of notifications to regulators across CEE was a piece of art in its own right – in particular when apparently harmonized EU laws are not construed consistently.”
Final Selection Committee Member: “A milestone corporate reorganization transaction in terms of volume, complexity, and market recognition.”
Hugo Pfohe Sale of Moto-Pfohe Group to Sumitomo Corporation
- Seller: Hugo Pfohe GmbH (CMS)
- Buyer/Winning Bidder: Sumitomo Corporation (Wolf Theiss)
Summary: CMS advised Hugo Pfohe GmbH on the legal aspects of a competitive tender to sell Bulgaria’s Moto-Pfohe Group, with Wolf Theiss advising the winning bidder, the Sumitomo Corporation. The deal is reported to be the largest ever in the automotive sector in Bulgaria.
CMS Comment: “This was the largest deal in the automotive sector in Bulgaria to date, and substantial for the market as a whole… The Seller was committed to bringing the best possible strategic investor for the business. Therefore, it organized a very competitive and transparent tender, which resulted in the participation of European and world leaders in the sector, awarding the winning bid to Sumitomo Corporation, one of the largest integrated trading and investment groups, with a 400 year history, USD 69 billion in assets, and around 800 group companies.”
Final Selection Committee Member: “The cross-border element, the complexity and the automotive sector (a departure from the classic real estate deals in Bulgaria) make [this deal] my choice for deal of the year in Bulgaria.”
Arriva Acquisition of Majority Stake in the Autotrans Group
- Buyer: Arriva (Divjak Topic Bahtijarevic; BDK Advokati)
- Seller/Target: Autotrans Group (Mamic Peric Reberski Rimac)
Summary: Divjak, Topic & Bahtijarevic advised Arriva on its acquisition of 78.34% of the Autotrans Group, making Arriva the largest private bus operator in Croatia. Mamic Peric Reberski Rimac advised the sellers on the deal, which gives Arriva a 25-30% market share.
Divjak, Topic & Bahtijarevic Comment: “The deal is especially interesting due to its complexity; we believe it to be one of the most interesting deals on the Croatian market in the last year. Arriva operates in 14 countries across Europe, employing around 60,000 people and delivering more than 2.2 billion passenger journeys every year. In 2016 Arriva had revenues of more than EUR 5 billion and it invested EUR 359 million in its operations throughout the continent.”
Piers Burgess, Head of Group Legal, Arriva: “It was an exciting deal, very professionally run on both the sell side and the buy side, and it enabled Arriva to significantly grow our business coverage in Croatia.”
Final Selection Committee Member: “A ground-breaking deal for the transport business in Croatia.”
Winner: Czech Republic
Agrofert Transfer of Shares to AB Private Trust
- Owners of the shares: Agrofert and SynBiol (Kocian Solc Balastik)
Summary: Kocian Solc Balastik advised on the transfer of 100% of shares in Agrofert, a.s. and SynBiol, a.s. to two private trusts (AB private trust I and AB private trust II) to secure Agrofert’s compliance with the Conflicts of Interest Act binding on public officials.
Kocian Solc Balastik Comment: “Trusts did not exist in Czech law before 2014. It was therefore a unique challenge to create a structure which implemented legal theory in practice with no precedent to follow. This was moreover one of the largest asset transfers on the Czech market, and therefore, subject to considerable media attention.”
Final Selection Committee Member: “Having the guts to try new structures untested on the market should be rewarded, specifically when the law firm manages to still give the client the comfort that the aim will be legally and reliably achieved and while the transaction is in the focus of public attention.”
Providence Equity Partners’ Acquisition of Baltic Subsidiaries of Modern Times Group
- Seller: Modern Times Group (Cobalt; Hamilton; Fort Legal; Skopina & Azanda)
- Buyer: Providence Equity Partners (Sorainen; Mannheimer Swartling)
Summary: Sorainen and global counsel Mannheimer Swartling advised Providence Equity Partners on the acquisition of the Baltic businesses of Swedish media holdings Modern Times Group. Cobalt, Sweden’s Hamilton law firm, Fort Legal, and Skopina & Azanda advised the Modern Times Group on the deal. The total disclosed value of the acquisition in all three Baltic States is EUR 115 million – equivalent to 12 times FY 2016 EBIT.
Cobalt Comment: “The transaction was the largest acquisition in the Baltics in 2017. The sale reflected MTG’s ongoing transformation from a traditional national broadcaster into a global digital entertainer, capitalizing on rapid changes in consumers’ media consumption habits. MTG will use the proceeds from the sale to transform the company further.”
Final Selection Committee Comment: “The demands of an international PE buyer in the TMT sector are never straightforward, especially in a country like Estonia which is in the vanguard of the digital revolution.”
Attica Bank NPL Securitization
- Seller: Attica Bank (Zepos & Yannopoulos; Shearman & Sterling)
Summary: Zepos & Yannopoulos and Shearman Sterling advised Attica Bank SA, a Greek medium sized bank, on the securitization of non-performing loans and future receivables from the EUR 1.3 billion sale of real estate and on the sale of the portfolio to a Luxembourg SPV.
Zepos & Yannopoulos Comment: “The transaction is the first NPL securitization in Greece that closed after the passing, in late 2015, of a law introducing (among other things) new rules for the sale of banking receivables. It is also the first disposal of a large non-performing loan portfolio by a Greek bank. It came after a long period of market discussions on how to best tackle non-performing portfolios and a series of legislative measures aiming to attract investors and create a secondary market for NPLs. The transaction is expected to step up the creation of an efficient, long awaited, secondary market for non-performing loans in the Greek market which holds a total of EUR 103 billion of non-performing exposures (according to the latest Bank of Greece data). It allows for efficient trenching of portfolios and gives investors’ confidence for the robustness of the validity and enforceability of the deal. The legal technology used for this transaction offers a seamless legal structure for future deals.”
Final Selection Committee Member: “First of its kind must always be appreciated.”
Citigroup and Berenberg as Joint Global Coordinators, Citigroup, Berenberg, Erste Group, and Renaissance Capital as Joint Bookrunners, Erste Group as Mandated Lead Arrangers (Kinstellar; Shearman & Sterling )
- Issuer: Waberer’s International
- Selling Shareholders: Mid Europa Partners (Lakatos, Koves & Partners; White & Case)
Summary: Lakatos, Koves and Partners and White & Case advised Mid Europa Partners on the IPO of Waberer’s International Nyrt., one of Europe’s largest haulage and logistics companies. Shearman & Sterling and Kinstellar represented the Mandated Lead Arrangers.
Kinstellar Comment: “Waberer’s IPO is Hungary’s biggest public listing in more than a decade. This landmark transaction represents a major milestone for the Waberer’s strategic growth and may give a shot in the arm to the Hungarian market currently dominated by four blue-chip stocks.”
Timea Toth, Chief Legal and Compliance Officer at Waberer’s Group: Waberer’s IPO was Hungary’s biggest public listing in more than a decade. The proceeds of the IPO allowed Waberer’s to complete the acquisition of LINK in Poland.”
AS Augstsprieguma Tikls Acquisition of Stake in Conexus Baltic Grid from Uniper
- Buyer: AS Augstsprieguma Tikls (TGS Baltic)
- Seller: Uniper Ruhrgas International (Ellex Klavins)
Summary: Ellex Klavins and EY Latvia advised Uniper Ruhrgas International GmbH on the sale of its stake in AS Conexus Baltic Grid, Latvia’s unified natural gas transmission system operator and natural gas storage system operator. The buyer, AS Augstsprieguma Tikls, was advised by TGS Baltic.
Ellex Klavins Comment: “The transaction will be consequential to the remaking of the energy market in CEE. Twenty years after Latvia privatized the national gas company, the State is executing a strategy to re-take control of the gas transmission and storage infrastructure in Latvia, as the State views this to be of strategic importance for regional energy security. The State’s aim is the establishment of a regional gas market in the Baltic States and Finland by 2020.”
UAB Euroapotheca Acquisition of Apoteksgruppen from Sweden
- Buyer: UAB Euroapotheca (TGS Baltic; Hammarskiold & Co)
- Seller: The Kingdom of Sweden and Private Entrepreneurs (Lindahl; Cederquist)
Summary: TGS Baltic and Sweden’s Hammarskiold & Co law firm advised UAB Euroapotheca, a Baltic and CEE pharmacy retail and wholesale group, on its purchase of Swedish pharmacy chain Apoteksgruppen from the Kingdom of Sweden and over 100 private entrepreneurs. The sellers were advised by the Lindahl and Cederquist law firms. The value of the transaction was over EUR 171 million.
TGS Baltic Comment: “This is the biggest ever Lithuanian investment into the Swedish market and considerably expands business relations not only between Lithuania and Sweden, but also between CEE and the North European regions, forming one of the leading pharmacy chains in the Northern and Eastern Europe. After closing, Euroapotheca will have over 600 pharmacies, the turnover of which will amount to EUR 750 million.”
Oksana Kostogriz, Head of Legal & HR, Board Member, UAB Euroapotheca: “The acquisition of Apoteksgruppen in Sweden was a major transaction for Euroapotheca. After the acquisition the consolidated revenue of the group almost doubled (from EUR 360 to EUR 700 million). The biggest challenges were the timing and the complexity of the deal. The entire process, from the distribution of the info memo to the signing of the SPA took two months. In fact there were two separate processes: one in which the Kingdom of Sweden sold the franchise organization, and another in which more than 100 owners of pharmacies sold their companies operating one or few pharmacies. Consequently, there were two VDRs, two biddings, two SPA negotiations, and so on. In some ways the complexity of the deal even helped with its execution; having a tight timeframe, the enormous scope of the due diligence, and the complexity of negotiations kept all the team focused on the key topics, avoid distractions, and keep minor issues minor (meaning, we did not spend time on addressing them during the M&A process, and they are now being dealt with successfully).
We really appreciate the work of our external advisors, who demonstrated extraordinary capabilities. Our conclusion: a good team is key in such a transaction. For those two months our team worked like a clock mechanism to bring us success in acquiring Apoteksgruppen.”
Final Selection Committee Member: “As the biggest-ever Lithuanian investment into the Swedish market this deal has been very complex, involving state-owned and over 100 different private individual sellers in a two-staged process.”
Mid-Europa Sale of Zabka Polska to CVC Capital
- Seller: Mid Europa Partners (CMS; White & Case)
- Buyer: CVC Capital Partners (Greenberg Traurig; Orrick)
Summary: White & Case and CMS advised Mid Europa Partners on the sale of Zabka Polska to funds advised by CVC Capital Partners. Orrick and Greenberg Traurig advised CVC Capital on the deal, which is the largest ever transaction in the Polish food retail sector and the largest ever private equity exit in Poland.
CMS Comment: “This deal represents the largest transaction in the food retail sector in Poland, which is at the same time the largest exit of a private equity fund from an investment project in our country. The sale followed fierce competition among private-equity players keen to get into the Polish market, reaffirming Poland’s dominance in CEE and attractiveness to international investors.”
Final Selection Committee Member: “Probably the blockbuster deal of the year for the region as a whole and one which every law firm would like to have worked on!”
A&D Pharma Acquisition by Dr. MAX/Penta Investments
- Seller: A&D Pharma (RTPR Allen & Overy)
- Buyer: Dr. Max (Musat & Asociatii; Baker Mckenzie; Havel, Holasek & Partners; Tsvetkova Bebov Komarevski; Clerides, Anastassiou, Neophytou; Jan Evan Law Office)
Summary: RTPR Allen & Overy advised the shareholders of A&D Pharma on the sale of the entire group to the Dr. Max pharmacy network, owned by Penta Investments. Romania’s Musat & Asociatii coordinated the firms across multiple jurisdictions providing legal advice to the buyers.
RTPR Allen & Overy Comment: “A&D Pharma group is the largest pharma group in Romania, operating wholesale, retail and marketing & sales services for pharmaceutical products and it also has significant operations in CEE. This transaction was considered the largest M&A transaction in the pharmaceutical industry in Romania in 2017.”
Mihaela Scarlatescu, Head of Legal & Compliance, A&D Pharma: “Taking into consideration just this short presentation of A&D Pharma, I feel compelled to highlight the complexity of the due diligence process, which created a huge volume of work for all involved parties – both on the buyer and seller side – both in structuring the DD process and also in collecting and presenting the documentation for legal evaluation.
Also, the complexity resided in negotiations between parties, which were professionally sustained by the law firms assisting both parties. Strictly from the legal point of view, in such a complex transaction, besides M&A legal experience, a strong legal knowledge over all types of activities involved in the pharmaceutical industry was required in order to ensure a successful transaction. The same complexity existed during the process of notification of the merger to the Competition Authorities of Romania, Bulgaria, Poland, and the Czech Republic, especially due to the high number of relevant retail markets and the special regulations applicable in such mergers of pharmacies.
The dynamism of the deal is a consequence of this complexity, related to the duration between the moment when the negotiations started (in May 2017) and when the agreement was signed (in November 2017). The deal was closed on April 19, 2018.
I strongly believe that such a short period for finalization of the deal can only be achieved as the result of the highly professional teams involved in the process – both Penta’s and A&D Pharma’s, together with all their consultants.
Final Selection Committee Member: “A&D has the size and deal importance that makes it a contender for me. The fact that a number of jurisdictions were directed out of Romania seals the deal in my view.”
- Client: Far Eastern Shipping Company (Cleary Gottlieb Steen & Hamilton; Ogier; Loyens & Loeff; Chrysses Demetriades & Co)
- Financer: VTB Bank PJSC (Herbert Smith Freehills; Ad hoc group of bondholders; Dechert LLP)
Summary: Cleary Gottlieb Steen & Hamilton, Ogier, Loyens & Loeff, and Chrysses Demetriades & Co, advised the Far-Eastern Shipping Company PLC and its subsidiaries on a new scheme of arrangement sanctioned by the High Court of Justice of England and Wales via an order dated November 3, 2017. Herbert Smith Freehills advised VTB Bank PJSC and Dechert advised the ad hoc group of bondholders.
Cleary Gottlieb Steen & Hamilton Comment: “FESCO is one of the largest public transportation and logistics businesses in Russia, with operations and assets in multiple jurisdictions. Pre-restructuring, the group was highly leveraged, having listed debt, a number of bilateral facility agreements, securities financing agreements and finance leases. We undertook a detailed analysis of the group’s financing arrangements; the insolvency and security enforcement risks; and a conflicts of laws analysis which was particularly complex given that several entities within the group have strategic importance and are subject to separate legal requirements.”
Final Selection Committee Member: “Restructurings tend to be very involved deals (fees billed typically dwarf other transactions) and so, given that this is one of the largest transport companies in Russia, that would make it a very complex deal.”
EBRD and IFC Financing of Vetroelektrane Balkana - Cibuk 1 Windfarm
- Lender: EBRD & IFC (Karanovic & Nikolic; Norton Rose Fulbright)
- Borrower: Vetroelektrane Balkana (Maric i Mujezinovic law office in cooperation with Kinstellar; Shearman & Sterling)
Summary: The Maric i Mujezinovic law office in cooperation with Kinstellar and Shearman & Sterling advised Vetroelektrane Balkana on the EUR 215 million financing provided by the EBRD and the IFC for the largest wind farm project in Serbia. Karanovic & Nikolic and Norton Rose Fulbright advised the EBRD and IFC.
Karanovic & Nikolic Comment: “With an installed capacity of 158 MW, Cibuk 1 will be the largest windfarm in the Western Balkans. The wind farm is expected to provide electricity to 113 thousand households and reduce carbon emissions by more than 370,000 tones. The project should give a critical contribution to Serbia meeting its commitment to have 27% of its gross energy consumption coming from renewable energy sources by 2020. The project is the largest project financing in renewable energy sector in Serbia to date, and it was led by two international financing institutions.”
Marie-Anne Birken, EBRD General Counsel: “This project was challenging, as it involved trying to create effective security under Serbian law, which had not previously been attempted. Notably, the wind farm was divided up into a number of plots under various forms of ownership, easements, and rights, creating difficulties in creating a unified security over the project assets and land acceptable to the lenders.”
Zeljko Duric, Director, Vetroelektrane Balkana: “Bringing a project of the magnitude of the development of the Cibuk 1 wind farm to a successful financing stage is a feat that involved a large team of legal, insurance, financial, environmental, and other professionals, across a number of jurisdictions, all working with dedication and creativity on the deal, around the clock. As the largest wind farm in the Western Balkans region, and consequently the most complex in terms of the required infrastructure and deal structuring, we believe the project also positively contributed to the knowledge-building in the mentioned expert areas as well as within the state authorities with whom the project company, Vetroelektrane Balkana, closely cooperated. We hope that the footprint left by the project will allow new investors to tread this path more easily.”
EPH Group Acquisition of Slovenske Elektrarne from Enel
- Seller: Enel Group (Allen & Overy)
- Buyer: EPH Group (White & Case)
Summary: White & Case advised Energeticky a Prumyslovy Holding (EPH), a leading Central European energy group, in connection with its two-stage acquisition of 66% of the shares of Slovenske Elektrarne, a member of the Enel Group, and the issues related to the joint venture between EPH and ENEL in the period prior to EPH’s acquisition of the second tranche of shares. Allen & Overy advised the Enel Group on the initial stage of the deal, with a second international firm (which asked to remain anonymous) taking over for the second stage.
Final Selection Committee Member: “Always challenging to bridge the gap between a strategic seller and a PE buyer – especially given the regulated sector and political backdrop.”
Sale of Adria Mobil to Trigano in the Course of Ownership Restructuring by Shareholders of Protej d.o.o.
- Buyer: Trigano (CMS)
- Sellers: 36 Private Shareholders of Protej d.o.o. (Kavcic, Bracun in partnerji)
Summary: CMS advised Trigano on its purchase of Adria Mobil, the Slovenia-based caravan and motor home manufacturer. Kavcic, Bracun in partnerji represented a subset of the selling shareholders.
Final Selection Committee Comment: “Adria Mobil is clearly ‘the deal’ in this group.
Vitol Acquisition of Petrol Ofisi from OMV
- Buyer: Vitol Investment Partnership Limited (Kolcuoglu Demirkan Kocakli; Hengeler Mueller)
- Seller: OMV AG (Cerha Hempel Spiegelfeld Hlawati; Balcioglu Selcuk Akman Keki Attorney Partnership)
Summary: CHSH and the Balcioglu Selcuk Akman Keki Attorney Partnership advised OMV on the EUR 1.368 million sale of 100% of its shares in Turkish mineral oil distribution company OMV Petrol Ofisi AS to Vitol Group. Kolcuoglu Demirkan Kocakli and Hengeler Mueller advised Vital on the deal.
Kolcuoglu Demirkan Kocakli Comment: “The deal is the largest transaction in the Turkish market in the last five years and the most significant leveraged buyout transaction in the Turkish M&A market, with a total value of USD 1.45 billion and with a bank financing amounting to USD 700 million. After signing, a diplomatic crisis between Turkey and the Netherlands caused high pressure and serious concerns regarding the closing, from a regulatory perspective. KDK had to create alternative legal scenarios several times, all creating complexity in pre-closing corporate work.”
Andreas Aigner, Head of M&A Legal, OMV Aktiengesellschaft: “The divestment of the Turkish retailer Petrol Ofisi to Vitol for EUR 1.368 billion is a prime example of the successful transformation of OMV in line with its corporate strategy. We created and maintained strong competitive pressure throughout the entire auction process and were able to swiftly deliver the transaction in a challenging market environment. The success of the transaction is the result of a very dedicated and passionate project team involving all relevant disciplines.”
Final Selection Committee Member: “All three of these [nominees] are tremendous. I start with the OMV deal because the complexity and political drama certainly must have strained counsel.
Ukraine Eurobond Issue
- Issuer: State of Ukraine/ the Ministry of Finance of Ukraine (Avellum; White & Case)
- Joint Lead Managers: BNP Paribas, Goldman Sachs, and J.P. Morgan Securities plc (Latham & Watkins; Sayenko Kharenko)
Summary: Avellum and White & Case advised the Ministry of Finance of Ukraine on its USD 3 billion, 15-year, 7.375% Eurobond issue, which was combined with a cash tender offer to the holders of the outstanding Eurobonds due 2019 and 2020. Sayenko Kharenko and Latham & Watkins advised joint lead managers BNP Paribas, Goldman Sachs, and J.P. Morgan Securities on the transaction, which is the first stand-alone sovereign bond issue by Ukraine since its 2015 sovereign debt restructuring.
Avellum Comment: “The transaction is the first Ukraine’s sovereign Eurobond issue combined with a tender offer. The tender offer element required certain changes to applicable Ukrainian tax legislation. In addition, existing legal uncertainties relating to liability management exercises in respect of Ukrainian sovereign eurobonds called for innovative solutions in terms of overall transaction structuring and documentation.”
Final Selection Committee Comment: “The complexity, size and importance for the national economy make Ukraine Eurobond Issuance my choice for deal of the year in Ukraine.”
This Article was originally published in Issue 5.7 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.