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Tark & Co organises seminar

09.10.2007

CROSS-BORDER MERGER: NEW SYNERGIES

Seminar on November 20, 2007 in Tallinn, Estonia, organised by Tark & Co in cooperation with Äripäev (affiliate to Dagens Industri)

A new opportunity for corporate restructuring throughout Europe is to merge limited liability companies cross-border. Respective legal framework based on EU Directive 2005/56/EC will be harmonised in all EEA Member States by December 15, 2007. The objective of the seminar is to give an idea on what are the benefits of cross-border mergers and which businesses could gain from cross-border mergers. The presentations should give answers to very practical questions, like how is the merger conducted? What effect does it have on post-merger day-to-day business? How much would it cost and how long would it take?

Target group: CEOs, CFOs and in-house counsel of companies and financial institutions having cross-border corporate structure in the Nordic and Baltic region, private equity investors, corporate finance advisers, auditors, accountants and lawyers.

Venue: Radisson SAS Hotel Conference Centre, Tallinn, Estonia (address: Rävala pst 3, II floor).

Programme:
11.00-11.15 Introduction (H. Vallikivi): what is a cross-border merger? Samples of cross-border mergers in Europe
11.15-12.00 Legal aspects of the merger (K. Kullerkup, M. Matonis and S. Radionova): formalities relating to a merger between Estonian, Latvian and Lithuanian companies, including minority, creditor and employee protection issues and authorisations
12.00-12.40 Accounting aspects of the merger (R. Ilisson): accounting of the merger and post-merger accounting and reporting, including branch accounting and reporting
12.40-13.30 Lunch
13.30-14.20 Tax aspects of the merger (S. Kellas): taxation of the merger with income tax and VAT and post-merger taxation
14.20-14.35 Finnish experience (S. Kellas): status of cross-border merger legislation and experience in Finland regarding cross-border mergers
14.35-14.50 Swedish experience (F. Andretzky): status of cross-border merger legislation and experience in Sweden regarding cross-border mergers
14.50-15.10 Going through a cross-border merger - a view from the business' side (E. Kilu)
15.10-15.35 Panel discussion (all participants): summary of issues and benefits relating to cross-border mergers
15.35-15.45 Closing of the seminar

Languages: English and Estonian (simultaneous translation); all written materials are available in both languages.

Lecturers:
- Fredrik Andretzky M. Jur., LL.M. , partner at Mannheimer Swartling (Sweden), has extensive experience in regional and cross-border transactions for industrial and financial clients in a wide range of industries and businesses, such as chemicals, financial services, healthcare/life sciences, hospitality, telecom, gaming, media and wellness

- Rita Ilisson, M.A., lecturer at the International University Audentes (Estonia); member of the Standards Advisory Council of the International Accounting Standards Board (IASB) 2001-2005; the Chair of the Estonian Accounting Standards Board (EASB) 1993-2001

- Sebastian Kellas, LL.M., partner and Head of Legal Services at KPMG (Finland); has advised on cross-border mergers from both tax and legal perspectives in Finland and establishing of European companies (SE)

- Erki Kilu, CEO of Seesam Life Insurance SE, the second SE established by cross-border merger in the Baltics and about the fifteenth in the whole Europe

- Kristi Kullerkup, LL.M., attorney at Tark & Co (Estonia); together with H. Vallikivi, M. Matonis and S. Radionova has advised on the first two cross-border mergers in the Baltics

- Marius Matonis, partner and Head of M&A practice group at Sutkiene, Pilkauskas & Partners (Lithuania); together with H. Vallikivi, K. Kullerkup and S. Radionova has advised on the first two cross-border mergers in the Baltics

- Sintija Radionova, LL.M., attorney at Loze, Grunte & Cers (Latvia); together with H. Vallikivi, M. Matonis and K. Kullerkup has advised on the first two cross-border mergers in the Baltics

- Hannes Vallikivi, mag iur, partner and Head of Banking and Finance practice group at Tark & Co (Estonia); together with K. Kullerkup, M. Matonis and S. Radionova has advised on the first two cross-border mergers in the Baltics

Seminar fee: 2792 EEK (185 EUR) + VAT 18% (includes lunch and seminar materials)
Registration: please contact Oksana Orav, seminar@aripaev.ee, or tel +372 6670 237
Additional information: Hannes Vallikivi, hannes.vallikivi@tarkco.com,
or tel +372 6110900 or Karin Räägel, karin.raagel@aripaev.ee, or tel +372 6670 232

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