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TGS Baltic Assists AS Augstsprieguma Tikls Obtain Advance Clearance for Potential Acquisition of Decisive Influence Over Conexus Baltic Grid

TGS Baltic Assists AS Augstsprieguma Tikls Obtain Advance Clearance for Potential Acquisition of Decisive Influence Over Conexus Baltic Grid

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TGS Baltic has assisted AS Augstsprieguma Tikls obtain merger clearance by the Latvian Competition Council for its potential acquisition of a decisive influence over AS Conexus Baltic Grid.

In December 2017, AS Augstsprieguma Tikls obtained 18.31% of the shares of AS Conexus Baltic Grid as reported by CEE Legal Matters on December 28, 2017 - a deal that eventually won the CEE Legal Matters Deal of the Year for Latvia as reported on June 7, 2018. Less than a month after that first acquisition AS Augstsprieguma Tikls obtained an additional 16.05% of the shares as reported on January 12, 2018, giving it a 34.36% shareholding in the company. TGS Baltic advised AS Augstsprieguma Tikls on both deals.

For complicated reasons involving other shareholders, according to TGS Baltic, AS Augstsprieguma Tikls currently owns the majority of votes in the decision-making bodies of AS Conexus Baltic Grid. Despite this majority, the firm reports, "the Latvian Competition Council has concluded that the influence of AS Augstsprieguma Tikls ... shall not be considered as lasting and permanent, which is a prerequisite for recognizing actual decisive influence ... over another company." 

Despite this current lack of "lasting and permanent" influence, on December 13, 2018 the Latvian Competition Council went ahead to approve the merger, even if and when "decisive influence," is eventually acquired down the road.

"This is a unique and landmarking case," TGS Baltic explained, "in which the possible consequences of obtaining actual (de facto) control in the future are assessed even before obtaining lasting and permanent control, which is a prerequisite for recognizing of actual (de facto) decisive influence of a company over another company."

The TGS Baltic team was led by Partner Andra Rubene and Senior Associate Mara Stabulniece, both supported by Legal Assistant Martins Galzons.

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