Publications and deals
M&A newsletter 2011
01.03.2011
Risto Vahimets, Marius Matonis, Andra Rubene
COMMENT OF THE HEAD OF BALTIC M&A
Dear Friends,
The beginning of the year is a good time to analyse and make conclusions on last year´s events and look forward to the new year – this time, 2011!
I am very happy to write this in the position that is new and challenging for me. I have been appointed by my good colleagues as head of Baltic M&A for TARK GRUNTE SUTKIENE. As a note of explanation, we in TARK GRUNTE SUTKIENE believe that in order to get things done, a cross-Baltic law firm needs a clear management system – one CEO (Aare Tark appointed to that position) and singular practice group heads. Good bye to all sorts of committees! And we will get things done in 2011 with the new setup of the merged firm!
Back to the transactions of 2010 – it was a challenging year for all the three markets. Maybe most challenging for Latvia due to the overall macro developments well known to all of us. And maybe least challenging for Estonia due to the low public debt levels and the positive effect of Euro expectations. However, M&A business is in some aspects counter cyclical – if one is smart about it. Financial turmoil causes a need for changes in economy and companies. We are helping our clients to master the change and get ready for a new starting cycle!
The year was marked by large restructurings – many times combined with simultaneous refinancing. This type of combined cases is very challenging for a legal team. Interestingly enough, while sharing thoughts with our lawyers in TARK GRUNTE SUTKIENE M&A team, I have heard one sentence over and over again: “This challenging work is fun - and it feels good to be really useful for the client!”. This sentence says it all about our team! During 2010 all the three countries tried to make use of their new Chapter 11 laws, all have been struggling due to the low flexibility of the legislation. We can conclude that the major restructurings took place outside of the official proceedings. I expect the restructuring wave to continue well into 2011, with the nuance shift of large commercial banks having built up their own capability for handling the cases and needing outside help only for really major or extremely complicated cases.
Our top cases for 2010 starting from Estonia were Sportland restructuring and Technopolis JV refinancing. For Latvia top cases for 2010 were the cross-border merger by forming of ERGO Life Insurance SE and transfer of a credit institution business, related to Latvijas Biznesa Banka, while for Lithuania the acquisition of Fermentas International Inc. and merger of Tiltra Group with Trakcja Polska SA should be definitely mentioned.
Having started 2011, I believe that while financial stress driven restructurings will continue, normal M&A will return, but quite slowly. By normal M&A I mean well prepared processes with a proper planning, DD, signing and closing phases where a lot less stress is put on grasping the moment available for takeover of financially stressed entities. Value and synergies will be more important than the timing.
Come what may, let me assure you that TARK GRUNTE SUTKIENE M&A team is ready for 2011. We have a unique team in 3 countries, top level technical capability, one billing point possibility and a procedure of running a case with a team containing associates or partners, or members of other practice groups matching exactly the need of the client.
Wishing you all the smartest choices between organic growth and M&A as well as which deals to proceed with and which to abandon!
Risto Vahimets
Head of Baltic M&A
TARK GRUNTE SUTKIENE
LEGISLATIVE NEWS
ESTONIAN 2010 LEGISLATIVE UPDATES
AMENDMENTS TO THE ESTONIAN COMMERCIAL CODE
On 1 January 2011, many significant amendments came into effect in the Estonian Commercial Code. Below we have presented the most substantial amendments that will most probably have effect on Estonian M&A transactions from 2011 onwards.
- The placing of restrictions on share transfers is now more flexible. Pursuant to the previous Commercial Code, the shareholders of a private limited company had two ways of protecting their status in the company: (i) they were able to make any transfer of shares subject to their pre-emptive right or; (ii) to the consent of two thirds of the shareholders. Now the share transfers are more flexible as the shareholders can include any kind of share transfer restrictions they deem necessary in the Articles of Association, e.g. they can establish a requirement that the consent of the management or supervisory board, other shareholders, a single shareholder or another person should be sought for any transfer. These more flexible rules can be very useful in a Shareholder Agreement in M&A context.
- The valuation of a non-monetary contribution to the share capital of a private limited company is simplified. It is no longer necessary to involve experts into the valuation process. The non-monetary contribution can now be valued by the management board alone. Hence, in respect of M&A transactions, the transactions which involve non-monetary contribution to be made to the share capital of a private company can now be carried out more straightforwardly and instantly as the services of an auditor are no longer needed. Still, an auditor has to examine the valuation if the amount of the company’s share capital is at least EUR 25,000 and the value of the non-monetary contribution exceeds 10 per cent of the company’s share capital, or if the total amount of non-monetary contributions exceeds 50 per cent of the company’s share capital. In addition, it should be pointed out that as from 1 January 2011, not only members of the management board are liable for damage caused by inaccurate valuation but also the shareholders who made the non-monetary contribution are liable, as well.
- Foreign shareholders of a private limited company must provide their address and email address. A shareholder who does not reside in Estonia and does not have an Estonian identity card or who has not been officially registered in Estonia, must submit his/her/its address and e-mail address to the Estonian Central Commercial Register and must notify the latter of any change in those addresses without undue delay. Thus, in the event a natural or legal person acquires shares of a company registered in Estonia and thereby becomes a shareholder in an Estonian company, the shareholder must submit his/her/its address and e-mail address to the Estonian Central Commercial Register. Additionally, the shareholder must instantly notify the Estonian Central Commercial Register about any changes in the shareholder’s address or e-mail address.
- A shareholders’ meeting can be called and a power of attorney can be given by e-mail. Now it is sufficient to send notices calling a meeting of shareholders by e-mail only (unless a written notice is required under the Articles of Association), and a shareholder can authorise someone else to participate in and vote at the meeting by e-mail, too. Hence, if the shareholders of a company do not establish in the Articles of Association or in the shareholders’ agreement that a written notice of a shareholder’s meeting or a power of attorney in written form is required, then these can be called or given simply by e-mail. This added flexibility can be useful when drafting corporate governance rules in M&A context.
- A resolution of shareholders can be adopted by e-mail without calling a meeting. The management board may send a draft resolution to all shareholders by e-mail and the shareholders can vote for or against the resolution by e-mail. Thus, it is possible for the shareholders to pass resolutions arising from the matters established in the shareholders’ agreement also by e-mail without calling a meeting (if they do not establish in the shareholders’ agreement otherwise). This added flexibility can be useful when drafting corporate governance rules in M&A context.
AMENDMENTS TO THE ESTONIAN COMPETITION ACT
On 27 February 2010, a leniency programme became effective in the Estonian Competition Act. Pursuant to the leniency programme, a person that is involved in anti-competitive agreements, concerted practices or decisions of an association of undertakings, set out as punishable in Art. 400 of the Estonian Penal Code, will have a chance to be released from liability or get remarkable reduction of penalty if the person submits a leniency application to the Estonian Competition Authority.
In M&A practice, the leniency programme and M&A transactions are linked when concluding a legal due diligence of a company. In many cases, the governing bodies of the company are not aware that the company is a party to agreements that include prohibited competition restrictions. However, during a legal due diligence process, in most cases the agreements that restrict competition or are otherwise in breach of the Competition Act, are discovered. If an agreement in breach is discovered, then pursuant to the leniency programme it is possible for the company to submit a leniency application to the Estonian Competition Authority, by which the company will be released from liability or the company will get remarkable reduction of penalty. It should also be pointed out that only the headmost leniency applicant who submits a leniency application to the Estonian Competition Authority will be released from liability (or its penalty will be reduced). This means that in the event both breaching parties (to an agreement in breach) submit a leniency application, then only the one whose application is submitted to the Estonian Competition Authority first, will be exempted from liability.
- The Supreme Court has once again clarified the notion of “transfer of an enterprise” pursuant to the Estonian Commercial Code. The Supreme Court has in its resolution No. 3-2-1-82-10 dated 20 January 2010 once again clarified the notion of “transfer of an enterprise”, reminding that in order to constitute the transfer of an enterprise a certain set of assets must be transferred, but the assets do not necessarily have to be transferred at the same time and in a single transaction. As in the case of transfer of an enterprise, the enterprise will be transferred to the transferee as a whole, and the transfer of an enterprise is only deemed to have taken place if the entire set of things and rights constituting the enterprise is transferred, all things and rights relating to and in the service of the management of the enterprise must be transferred to the transferee. In assessing the transfer of an enterprise, all aspects of the transaction must be considered, including whether the company’s immovable or movable property has been transferred, the value of assets at the time of transfer, etc. It should also be considered whether the new employer has taken over a majority of the employees, whether customer and other business relations have been transferred, the similarity of economic activities before and after the transfer, and the period during which activities were suspended due to the transfer. Thus, it is important to consider other aspects beside the transfer of assets and contracts, especially if a dispute concerns a labour relationship. A court decision is very relevant for many M&A asset deals.
For more information please contact:
Risto Vahimets
Partner
Head of Baltic M&A
risto.vahimets@tgslegal.com
LATVIAN 2010 LEGISLATIVE UPDATES
The year 2010 in M&A in Latvia can be marked as a year of significant ease for transfer of businesses of credit institutions and ease for re-registrations of collaterals transferred as a part of business.
TRANSFER OF A BUSINESS OF A CREDIT INSTITUTION
Although the provisions regulating the transfer of a business of a credit institution had been first introduced in the Latvian Credit Institutions Law already in 2009, it was not until 2010 when they were further amended and also first implemented. During 2010 the first two transfers of businesses of credit institutions were approved by the Latvian Financial and Capital Market Commission. The first was the transfer of a part of business corresponding to the business profile of a credit institution of state controlled Parex bank to the newly licensed Citadele bank. The second were the concurrent transfers of parts of business of a privately owned Latvijas Biznesa Banka to a branch of an Estonian credit institution and a Latvian limited liability company.
The first landmarking cases evoked discussions on what actually the transfer of a business and in particular – transfer of a business of a credit institution is, as well as what the consequences of such transfer are.
- Transfer of business of a credit institution. The Credit Institutions Law allows transactions whereby a credit institution transfers its business into ownership or use of another person. Typically, such transactions would be sale of business or reorganisation.Pursuant to the Credit Institutions Law, an aggregate of separable property, assets or liabilities of the business (undertaking) or part of business of a credit institution, including a branch, or aggregate model contracts concluded with the clients of the credit institution, can be transferred as the business a credit institution to another person.
- Financial and Capital Market Commission’s permission required. A business of a credit institution can only be transferred with the permission of the Latvian Financial and Capital Market Commission (FCMC). Any transfer of a business of a credit institution without such permission is considered null and void.
- Qualified expert valuation. In order to obtain the permission of the FCMC, a credit institution is to submit a proposal for transfer of a business of a credit institution and a qualified expert valuation of the assets and liabilities of the business to be transferred. Transaction documents, like sale of a business contract or reorganisationcontract, or decision with a statement of division of assets and liabilities, are typically attached to a transfer of business proposal. But most importantly a recent expert valuation of the assets and liabilities of the business to be transferred, performed not later than 30 days prior to submission of the proposal, should be appended. The valuation must be performed by an expert included in the list approved by the Latvian Enterprise Register (in the future, after the respective amendments to the Latvian Commercial Law – by a person included in the list of valuators of investments in kind). The expert has to evaluate the assets and liabilities of the business to be transferred according to their ordinary value in a functioning market. In practice it has been noted that in particular circumstances valuation of assets and liabilities according to their net book value may be considered to be a more adequate valuation method due to more precise results it brings. The assets and liabilities of the business to be transferred to the state or a state financed person must be evaluated observing the FCMC Guidelines on Determination of the Value of the Assets to be Transferred. Although the guidelines are applicable in cases of transfer of a business of a credit institution to the state or state financed persons, they can be used as non-binding guidance when evaluating a transfer to a privately financed person.
- No consents of third parties necessary. Two main reasons why transfer of a business of a credit institution under supervision of the FCMC is attractive are that no consents of third parties are necessary and it is considered that banking secrecy rules are not violated. After receipt of the FCMC permission for transfer of a business there will be no need to obtain consents of the creditors of a credit institution or other persons. The consents are not necessary for validity of the obligations being part of a business to be transferred among those persons and the acquirer of the business, as well as validity of all accessory obligations existing at the moment of transfer. A credit institution is entitled, however, to provide for different conditions in the transfer of business proposal.The rights of a credit institution to transfer a business to an acquirer without the consent of creditors and third parties (typically, debtors and guarantors) allow for an effective transfer of full scope of rights (and not only claim rights as it would be in case of a single assignment or cession), pursuant to the portfolio of contracts and guarantees included in the scope of the business to be transferred.
- Banking secrecy not violated. Provision of the information on creditors, debtors and other persons, the contracts with whom compose the business of a credit institution or a part thereof, to the acquirer of a business of the credit institution is not considered a violation of the banking secrecy. Rights of a credit institution to disclose information to an acquirer of a business of the credit institution resolve an obstacle, which hinders other kind of transactions, for example, single assignment or cession, by which claim rights of a credit institution are transferred to an acquirer. By entering into the transactions like assignment a credit institution violates the banking secrecy rules, unless contracts with the clients provide for the rights of a credit institution to assign the claim rights and disclose the information to an acquirer of the claim rights.
- Property located outside Latvia. Transfer of a business of a credit institution is valid in respect of the property located outside Latvia irrespective of the laws of the other country applicable to such property or separate things, rights or obligations included in such property.
- Liability towards third parties for obligations of a business (full – for financial services contracts; joint and several – for other contracts). An acquirer of a business of a credit institution acquires liability for all obligations included in a business transferred. However, a transferor and an acquirer are jointly and severally liable for the obligations, which arose prior to the transfer or a condition for fulfilment of which arose 5 years after the transfer, except the financial services contracts, for which an acquirer assumes full liability. Although a transferor and an acquirer cannot agree on different distribution of liability in respect of third parties, the parties can agree otherwise in their mutual relationships and include provisions on different distribution of liability in the transaction documents (e.g. contract on sale of the business of a credit institution).
RE-REGISTRATION OF COLLATERALS TRANSFERRED AS A PART OF A BUSINESS
First transfers of businesses of credit institutions had wide implications on transfers of businesses as such. In fact, those transfers ended almost a decade old problems with effective transfer and re-registration of collaterals being part not only of a business of a credit institution, but of any business to be transferred.
Latvian laws, in particular, the Latvian Commercial Pledge Law, have been co-ordinated with the concept of transfer of a business and currently clearly provide that an application signed by the transferor and the acquirer is sufficient for re-registration of the change of the commercial pledge holder as the result of reorganisation or transfer of business, and no consent of the pledgor is required. The new commercial pledge holder must only inform the pledgor about the registration of the change within 30 days by indicating details of the new pledge holder, commercial pledge registration number and date, grounds for the change of the commercial pledge holder and date when the change was registered in the Commercial Pledge Register.
Along with the amendments to the law, the regulations on commercial pledge registration forms have been amended and supplemented with a new form specifically designed for registration of the change of the commercial pledge holder in the event of reorganisation or transfer of business. Concurrently with those amendments, also the regulations on state duties for commercial pledge registration have been amended providing for a specific decreased state duty for registration of a change of the commercial pledge holder in case of transfer of a business or reorganisation.
For more information please contact:
Andra Rubene
Senior associate
Head of M&A (Latvia)
andra.rubene@tgslegal.com
LITHUANIAN 2010 LEGISLATIVE UPDATES
NEWLY ADOPTED LAW ON RESTRUCTURING OF ENTERPRISES
On 1 October 2010, a new version of the Law of the Republic of Lithuania on Restructuring of Enterprises came into effect.
The main objective of amending this law is to provide conditions for businesses facing financial problems to take advantage of restructuring opportunities and to establish that restructuring administration services are rendered without breaching the provisions of the Services Directive (2006/123/EC) and the Professional Qualifications Directive (2005/36/EC).
Please find below the most essential amendments to the law, that are applicable to the restructuring procedures initiated in Lithuania as from 1 October 2010.
- The definition of an enterprise facing financial difficulties has been changed. In order to consider that an enterprise faces financial problems, it is no longer required to determine that the enterprise is late to settle its accounts with creditors for more than 3 months.
- New conditions for enterprise restructuring have been indicated. In the wording of the law in effect, the following conditions are provided: the company has financial problems or there is a real probability that it will face them within the next 3 months; the company has not terminated its activities; the company is not insolvent or bankrupt; the company has been operating for at least 3 years before the day of submission of a petition for initiating the company’s restructuring proceedings to the court; and at least 5 years have passed after coming into effect of the court order to close the company’s restructuring case or the court ruling to dismiss such a case.
- Creditors’ rights in restructuring proceedings have been limited. The right of the creditors of an enterprise to initiate restructuring proceedings has been cancelled. In case all the conditions for the restructuring are met by the enterprise, only the enterprise itself can start its restructuring process.What is more, the requirement that the creditors of an enterprise should approve of the proposal to initiate restructuring proceedings has been waived. Presently, the role of the creditors emerges only when approving the restructuring plan.
- Issues related to the restructuring administration services have been detailed. All major issues related to the right to provide enterprise restructuring administration services have been regulated under legal provisions. Moreover, terms and conditions of the appointment of restructuring administrator have been changed. The restructuring administrator is now nominated by the managing body of the enterprise; the nominated candidature is approved by the meeting of shareholders or the owner of the enterprise. The court appoints the restructuring administrator for the entire period of restructuring of the enterprise.
- Particular requirements for the content of the framework of a restructuring plan have been established. A summary about the current state of the enterprise, reasons due to which the enterprise has financial difficulties, the list of creditors, a preliminary enterprise business plan, etc. have to be indicated in the framework of a restructuring plan. It should be also mentioned that the framework of the restructuring plan may indicate voluntary obligations of the enterprise to pay its creditors interest for the period from the day the court decision to start restructuring proceedings takes effect until the day the court decision to approve the restructuring plan takes effect.
- Sequence and procedure of satisfaction of creditors’ claims have been changed. Beside any other changes, a third group in sequence for satisfaction of creditors’ claims has been established. Third in line for satisfaction stand claims (not related with labour relationship) of the shareholders of the enterprise, who can separately or jointly with other shareholders directly or indirectly control the enterprise and who have become creditors of the enterprise before the restructuring procedures are started.
AMENDMENTS TO THE LAW ON SECURITIES
On 22 June 2010, new amendments to the Law on Securities of the Republic of Lithuania came into effect. Main changes of the law were related to the mandatory tender offer, establishment of the price of the mandatory tender offer and rights of the Securities Commission of the Republic of Lithuania.
- The threshold of votes beyond which persons are obliged to make a mandatory tender offer has been reduced. The threshold of acquired votes in the general meeting of shareholders has been reduced from 40 percent to 1/3 of votes, which, if exceeded, makes one subject to the duty to submit and implement a mandatory tender offer to buy up the remaining shares carrying the voting right in the general meeting of shareholders of a company. It has been also established that a tender offer must be also submitted upon acquisition of the indirect control of the issuer, which means that this duty also applies to a person who acquired control of an entity holding shares in a company, for shares of which a tender offer is to be submitted, carrying more than 1/3 of votes in the general meeting of shareholders.It is noteworthy that provisions related to the mandatory tender offer are applied only in regard to issuers of equity securities.
- A “fair price” requirement has been established. The principle that the price of the mandatory tender offer, first of all, must be fair has been directly established in the amended wording of the law. What is more, principles based on which the fair price of the mandatory tender offer is to be determined, have been indicated, leaving the Securities Commission of the Republic of Lithuania the right, in case of valid suspicions regarding the fairness of the price, to take a reasoned decision demanding to change it.
- The rights of the Securities Commission have been expanded. Under the amended law the Securities Commission acquires the right to check whether the financial accounts submitted by the companies are made in compliance with applicable accounting and financial reporting requirements, as well as the right to request to change the assessor while establishing the price of the mandatory tender offer if there is a suspicion that the established price is not fair. Moreover, the Securities Commission has been given the right to demand that offering of specific securities or their admission for trading on a regulated market be suspended for up to 10 business days if such securities are being offered or admitted for trading on a regulated market ignoring requirements set in laws and regulations or conditions provided for in the prospectus.The Securities Commission has also received a right to impose warnings, as well as administrative penalties and fines, on the persons breaching this law. Amounts of penalties to be applied have been given in detail in the amended wording of the law.
For more information please contact:
Marius Matonis
Partner
Head of M&A (Lithuania)
marius.matonis@tgslegal.com
MAJOR M&A PROJECTS OF THE LAW FIRM IN 2010
- We advised SAS on takeover of majority shares in Estonian Air by the Government of Estonia. The transaction was carried out as a share capital increase of the national carrier Estonian Air as a result of which the holding of the Government in Estonian Air increased to 90%, while SAS retained 10% shareholding. At the same time minority shareholder Cresco Securities exited the company. The transaction received a lot of media attention and was closely related to the political agenda of adding to the flight connections from and to Tallinn in order to improve investment climate.
- We advised Luterma in the sale of 100% of the shares in Kalev Chocolate Factory, the largest and oldest manufacturer of chocolate and sugar confectionery products in Estonia, to a Norwegian ORKLA Group. The transaction received a lot of media attention due to its size, as well as Kalev being one of the most celebrated Estonian trademarks ever.
- We advised the Finnish stock exchange listed “smart city” real estate developer Technopolis Oyj in relation to acquisition of majority shares in AS Ülemiste City (a smart city concept next to the Tallinn Airport – constituting already about 10% of the Tallinn office market). The transaction involved restructuring and refinancing of the target company as well as acquisition of majority shares.
- We advised the Scandinavian airlines giant SAS in sale of its 100% shareholding in Air Maintenance Estonia AS, Estonia’s leading aircraft maintenance, repair and overhaul (MRO) company active in Scandinavian and European markets. The buyer was Baltcap – a regional private equity player.
- We advised Webmedia Group (largest IT developer in the Baltics) on equity investment by the leading private equity firm in the Central and Eastern Europe, Enterprise Investors, into the group.
- We advised Destia Oy (a major Finnish infrastructure and construction service company) in the sale of certain business in Sweden, Finland and Estonia to Mediamobile Nordic Oy.
- We advised Eesti Krediidipank in two concurrent transfers of parts of its business to Eesti Krediidipank’s branch and a limited liability company in Latvia belonging to the Bank of Moscow group. Both transactions were carried out as transfers of parts of a credit institution business under supervision of the Financial and Capital Market Commission. Transfer of a credit institution business is a novel transaction in Latvia. This was the first time when the transaction was used for transfer of business by privately owned transaction parties. Prior to that, such a transaction was used only for separation of a business of Citadele Bank from the state-owned Parex bank.
- We advised Ergo Life Insurance group companies in the Baltics in their cross-border merger of Latvian and Estonian companies into the Lithuanian company, which was transformed into the European Company (Societas Europea) – ERGO Life Insurance SE. This was already the third cross-border merger by forming of SE carried out with the assistance of TARK GRUNTE SUTKIENE.
- We advised Forankra and Certex groups (providing lifting and lashing equipment) in acquisition of Forankra shares from a minority shareholder and subsequent sale of all Forankra shares to Certex. We also assisted in transfer of the entire Forankra business to Certex and subsequent merger of Forankra into Certex.
- We advised SIA Sportland and SIA Viva Sport (a leading retail chain of sports equipment in the Baltics) in sale of Viva Sport to the shareholder of Sportland and merger of Viva Sport into Sportland.
- We advised SIA Swedbank autoparku vadība belonging to the Swedbank group in alienation of its business related to car rental services operating as a franchisee under Sixt Rent a Car franchise (one of the leading car rental chains in Europe).
- We advised Sapa group (operating in the aluminium profiles production industry) on transfer of shares of SIA Sapa Profili within the group.
- We advised Thermo Fisher Scientific Inc., world leader in serving science with annual revenues of $10 billion, on all Lithuanian law matters related to the acquisition of Fermentas International Inc., headquartered in Canada, and its nine subsidiaries located in the USA, Canada, China, the United Kingdom, Germany, France, Finland, Sweden, and Lithuania, which has been a world leader in the discovery, manufacturing and marketing of quality molecular biology products for over 30 years. The value of the transaction is equal to USD 220 million. It is one of the largest and one of the most unique transactions in 20 years not only in Lithuania but also in the Baltic States.
- We provided full transaction services to UAB EVA GRUPĖ in relation to acquisition of a controlling stake in Mieszko SA, which shares are listed on the Warsaw Stock Exchange and which is a manufacturer of confectionaries in Poland, with a strong brand and a range of highly popular products, from UniCredit AG (Germany). White&Case also acted for UAB EVA GRUPĖ with respect to matters pertaining to Polish and German law and Clifford Chance represented UniCredit AG. The value of the transaction is over EUR 20 million.
- The firm counselled Tiltra Group, the largest group of transport infrastructure companies in Lithuania, on acquisition of the Poldim group (Poland). The firm’s services included advice on the transaction structure, drafting of transaction documents, assistance in the negotiations, obtaining the required merger clearances and overall handling of legal matters pertaining to the transaction. The value of the transaction is EUR 30 million.
- We counselled and represented UAB Hermis Capital, one of the biggest private equity groups in Lithuania, a well-known fund Firebird Avrora Fund and a private equity fund Amber Trust II S.C.A., in the process of sale of their joint investment into one of the leading oil production companies in the Republic of Lithuania that is distinguished for the stability and versatility of its activities – AB Geonafta. It is considered as one of the largest transactions executed in the Republic of Lithuania within the year 2010.
- We advised Tiltra Group, a regional transport infrastructure construction group, which home markets are Poland and Lithuania, in relation to the merger of activities with Trakcja Polska SA, the leading rail infrastructure construction group in Poland. Trakcja Polska and Tiltra Group will create a joint capital group which is envisaged to adopt the name Trakcja Tiltra. The total value of the transaction amounts to PLN 777 million.
This legislative review is for information purposes only and does not reflect all aspects of legal regulation. Please note that the overview of the case law given in this newsletter is for information purposes only. Please be informed that the rules formulated by courts can be not applicable if the factual circumstances of a dispute were different from factual circumstances in those cases where such rules were formulated. For full legal advice please contact our law firm by phones or e-mails indicated in our webpage.