Competition
Our Competition practice has developed according to and along with the process of implementation in Romania of the EC legislation in the competition field. We provide practical, specialist advice and work with our clients to achieve their commercial goals whilst complying with competition law. We have excellent experience in dealing with the Competition Council of Romania and with the European Commission, having acted on complex competition matters covering different areas of business.
We have handled a wide range of competition law matters within the main practice areas serviced by the firm. We have advised many local and international clients on issues such as: obtaining merger control clearances from the European Commission and the Romanian Competition Council, investigations launched by the competition authority for anti-competitive practices and abuses of dominant positions, dawn raids, injunctions and compliance orders, comfort letters and approvals from the Competition Council (e.g. block and individual exemptions, prior non-intervention certifications), as well as on complex State-aid and public services issues together with related clearances from the European Commission and the Romanian Competition Council.
Our recent instructions include:
- Advising Enel SpA on all competition matters in connection with the EUR 820,000,000 acquisition of Electrica Muntenia Sud. Our mandate covered the whole range of legal assistance from an M&A and regulatory perspective and included the preparation of the merger control notification to EU DG Competition, commenting on the Romanian Government’s State-aid filing to the EC as well as legal advice and assistance in connection with various “golden share” issues raised by the EC in respect of the privatisation agreement;
- Advising the Romanian Ministry of Economy and Commerce in relation to drafting and implementing strategy for the restructuring of a 1 billion EURO debt of one of the major electricity generators, Termoelectrica SA. Legal work rendered included an extensive due diligence on the target as well as in-depth analysis of regulatory and competition related matters as well as drafting the necessary legal bills to implement the strategy prepared and the notification to the Competition Council and the European Commission (DG Competition) in connection thereto.
- Advising CIE Management II Limited in the acquisition of Brenntag Investor Holding GMBH through a special purpose vehicle Brahms Chemical Investor Holding, transaction which was subject to a clearance decision from the European Commission pursuant to the EC Merger Control Regulation and a prior authorization from the Romanian Competition Council pursuant to the Romanian Merger Control Regulation.
- Retained by Piraeus Bank in relation to the obligation to notify the European Commission with respect to the acquisition of Marfin Popular Bank Public Co Ltd, as well as to the authorization procedures and the possible outcomes thereof.
- Assisting Enel SpA (Italy) in relation with the competition issues arising from the acquisition of two of the subsidiaries of Electrica S.A. (the largest electricity distribution company of Romania) - Electrica Banat S.A. and Electrica Dobrogea S.A.. The Firm assisted the client in relation to obtaining the Competition Council’s clearance, as well as drafting the notification to the Romanian Competition Council and representing the company’s interests in all ancillary issues to the notification with the competition authority. The Firm has also assisted the client during the review process of the notification submitted by OPSPI to the Romanian Competition Council in relation to the facilities granted to the privatized companies by the Romanian State including State Aids.
- Assisting Visa International Service Association, the world’s leading payment solutions organization in obtaining an individual exemption for the Interchange Reimbursement Fee practiced by the member banks and in connection with the investigation of the Competition Council concerning the fees charged for POS transactions.
- Advising Bank Leumi-le Israel in relation to the acquisition of Eurombank, a Romanian company active in the banking field.
- Advising Pepsi Americas International in relation to the acquisition of the share capital of Quadrant Amroq Bottling Company Limited, a soft drinks bottler, including the Pepsi brand.
- Assisting United Romanian Breweries Bereprod SRL, one of the most important Romanian beer and soft-drinks producers, in relation to the cooperation agreement concluded with the Ekes Granini Group for the production of the Granini soft drinks.
- Assisting Intel Corporation and PEF V, a Polish investment fund, in connection with the acquisition of 10%, respectively 22.5% of the share capital of SC SIVECO Romania SA, one of the most important software developer and e-business solutions providers in Romania.
- Advising GlaxoSmithKline, Eli Lilly and Hoffman La Roche, in relation to the investigations initiated by the Competition Council of Romania on certain drug markets and the distribution agreements envisaged by pharmaceutical distributors.
- Assisting Oresa Ventures, Flanco Holding Ltd., Credisson Holding Ltd. and their Romanian subsidiaries in connection with competition issues raised by several transactions.
- Advising SBS Broadcasting S.A with respect to the competition issues arising from the acquisition of Romania's leading FM radio station Kiss FM and the FM radio station Radio Star. We assisted the company in connection with the procedures imposed by the Romanian Competition Council, including the drafting of all necessary documentation related to the notification of the economic concentration and representing the company’s interests in front of the competition authority regarding all aspects ancillary to the notification.
- Assisting DBG Eastern Europe II LP, an investment fund, in the acquisition of a controlling stake in Flanco Holding Ltd..
- Assisting SBS Broadcasting S.A. in connection with the competition issues arising from the transaction by which it increased its ownership in the Romanian television station Prima TV. We assisted the company in connection with the procedures imposed by the Romanian Competition Council, including the drafting of all necessary documentation related to the notification of the economic concentration and representing the company’s interests in front of the competition authority regarding all aspects ancillary to the notification.
- Assisting Alcan Inc. in the acquisition of the majority interest in the international aluminum group Pechiney.
- Assisting Lubrifin S.A. in the creation of a joint venture with Total ELF (France) in the automotive and industrial lubricants field.
- Assisting General Electric Company in the world-wide acquisition of Honeywell International Inc., Kretztechnik AG, IMV Holding S.A., Bently Nevada Corporation, Interlogix Inc., Instrumentarium Corporation, Betz Dearbon, Agfa’s NDT Business, OSI subsidiaries of Crompton Corp. and Amersham PLC.
- Assisting Arcelor Mittal (former Mittal Steel) in connection with the acquisition of the majority interest in Mittal Steel S.A. Galati (former Sidex S.A.) and the state aid granted by the Romanian state, as well as advice on the acquisition of Nova Hut, Mittal Steel S.A. Iasi (former Tepro S.A.), Polskie Huty Stali, Mittal Steel S.A. Hunedoara (former Siderurgica S.A.) and Mittal Steel S.A. Roman (former Petrotub S.A.).
- Assisting GlaxoSmithKline in the acquisition of Europharm, the largest private pharmaceutical group of companies in Romania.
- Assisting General Electric Capital and Banco Portugues de Investimento in the acquisition of a 45% interest in Banc Post S.A., one of the first privatisations of a bank in Romania.
- Assisting Michelin in the acquisition of part of Tofan Grup and distribution and supply subsidiaries (Victoria Floresti and Silvania Zalau).
- Assisting GlaxoSmithKline in the world-wide merger and the acquisition of Block Drug Inc.
- Assisting Compaq Computer Corporation in relation to its takeover by Hewlett-Packard Company.
- Advising South African Breweries in the acquisition of Miller Brewing Company USA.
- Assisting Carmeuse S.A. in relation with the acquisition of the lime activities of Heidelbergcement AG in the Czech Republic, Hungary and Romania.
- Assisting Pfizer Inc. USA in relation with the acquisition of Pharmacia Corporation USA.
- Assisting General Electric Capital in relation with the acquisition of Electronics Leasing Business and Laboratory & Scientific Equipment Leasing Business of Comdisco Inc.
- Advising UniCredito Italiano SpA on the acquisition of Demir Romlease S.A. and Demirbank S.A.
- Advising Cheque Dejeuner Romania S.R.L in relation to an alleged infringement of the Romanian Competition Law. We assisted in relation to the investigation of a cartel practice, on the hearings in front of the Competition Council and on the appeal to court against the sanctioning decision of the Competition Council.
- Assisting Interbrands Marketing & Distribution S.R.L., one of the most important distribution companies in Romania, in its complaint to the Competition Council against Wrigley Romania’s abuse of a dominant position and of the exclusive distribution agreement concluded with Orkla Foods Romania S.A..
- Advising Toyota Motors Corporation, a worldwide known car brand in relation to exclusive distribution agreements for the distribution of its cars in Romania.
- Advising Villeroy & Boch AG on the transfer of its Romanian ceramic business to Lasselsberger Ges GmbH and the related license agreement for the Mondial trademark.
- Assisting Glencore International AG in the acquisition of Kaiser Aluminium & Chemical Corporation’s participation in Alumina Partners of Jamaica.
- Assisting Doughty Hanson & Co Limited in relation to the acquisition of SAFT Batteries division of Alcatel S.A. France.
- Assisting Bain Capital Investors LLC in relation to the acquisition of Brenntag and Interfer groups of companies.
- Assisting Goldman Sachs in relation with the world-wide temporary acquisition of Messer Griesheim GmbH.
- Advising France Telecom in its world-wide acquisition of Equant NV and acquisition of the sole control position in Global One Group.
- Advising in the worldwide acquisition of several branches of Lafarge by various investment funds advised by CVC, Advent and Carlyle.
- Assisting Lincoln Electric Holdings Inc. in connection with the approval by the Competition Council of the worldwide acquisition of Charter Plc..
- Advising Central European Media Enterprises Group (CME) in relation with all legal issues related to a sale and purchase transaction with Mobil Rom S.A. shares (the largest GSM network operator in Romania) as well as on all the related competition issues.
- Advising Michelin, a French-based tire manufacturer, with regard to the competition matters arising out of standard distribution agreements to be used in relation to the sales activities in Romania.
- Advising Johnson & Johnson, the world's most comprehensive and broadly based manufacturer of health care products, with regard to the competition matters arising out of an exclusive distribution agreement of cosmetics and pharmaceutics products in Romania.
- Retained by Harman International Industries Inc., an American-based manufacturer of high-quality, high fidelity audio and electronic systems for consumer and professional use and further advice on competition issues regarding the authorization procedures before the Competition Council.
- Advising Leadercom Limited in relation with the acquisition of Euromedia Billboards and Euromedia Group.
- Advising Astral Telecom, a leading cable television company, in connection with its acquisition and merger of with several other cable television companies from the Romanian market.
- Assisting Finmeccanica SpA in relation with the acquisition of sole control over Marconi Mobile Holdings SpA.
- Assisting the investment funds Citigroup Venture Capital Equity Partners LP – USA and Ontario Teachers Pension Plan Board – Canada in relation with the acquisition Worldspan LP.
- Retained by 3M Group in relation with the acquisition of the business assets of Albert Browne Limited, Albert Browne International Limited and Browne Health Care Limited.
- Advising Abbott Laboratories in relation with the acquisition of the assets, properties rights and registrations belonging to the coronary and peripheral interventional business of Jomed NV.
- Advising Celenase Chemicals Europe GmbH and Oxeno Olefinchemie Gmbh in relation with the creation of European Oxo Chemicals GmbH.
- Advising Zentral AG in relation with the acquisition of the Swiss Bon Appétit Group AG.
- Assisting MatlinPatterson Global Opportunities Partners L.P. and Huntsman Holdings LLC in relation with the acquisition of Vantico Holding S.A.
- Advising Arcelor Mittal (former Mittal Steel) in connection with the sale and purchase agreement concluded with the most significant cement producer active in Romania by Mittal Steel Galati S.A. (former Sidex S.A.).
