Mergers & Acquisitions / Privatisation
Our team of outstanding lawyers in this practice offers commercially focused, practical and constructive advice for every aspect of our clients’ transactions. We provide a first rate service which is commercially aware and accessible.
In Romania, as in other Central and Eastern European countries, mergers & acquisitions were to a large extent privatisation driven. However, after more than a decade, we have gathered not only an extensive expertise in privatisations, but also a significant Mergers & Acquisitions expertise, acting on complex, cross-border transactions and advising on a full range of deal structures from takeover tactics and flexible bid repositioning to corporate restructuring and divestitures, post-transaction support and integration planning.
Privatisation is one of our leading practice areas. We have advised on most of the major privatisations in Romania, acting either on behalf of the Romanian Government, or for private investors, or buyers, most of which have been foreign investors. Our legal service extends to every sector of the Romanian economy and we have rendered advice on all aspects of privatisation, from performing extensive legal due diligence analysis and preparing tender documentation to assisting in negotiations and attending to pre-closing and post-privatisation matters. We have advised clients as part of strategic international alliances or in consortia with bankers, financial institutions, accountants, and international lawyers, or independently. Our clients range from international institutions and Romanian State entities to large multinational blue chip companies.
In Romania, as in other Central and Eastern European countries, mergers & acquisitions were to a large extent privatisation driven. However, after more than a decade, we have gathered not only an extensive expertise in privatisations, but also a significant Mergers & Acquisitions expertise, acting on complex, cross-border transactions and advising on a full range of deal structures from takeover tactics and flexible bid repositioning to corporate restructuring and divestitures, post-transaction support and integration planning.
Privatisation is one of our leading practice areas. We have advised on most of the major privatisations in Romania, acting either on behalf of the Romanian Government, or for private investors, or buyers, most of which have been foreign investors. Our legal service extends to every sector of the Romanian economy and we have rendered advice on all aspects of privatisation, from performing extensive legal due diligence analysis and preparing tender documentation to assisting in negotiations and attending to pre-closing and post-privatisation matters. We have advised clients as part of strategic international alliances or in consortia with bankers, financial institutions, accountants, and international lawyers, or independently. Our clients range from international institutions and Romanian State entities to large multinational blue chip companies.
Our recent instructions include:
- Advising Enel S.p.A in connection with the EUR 820,000,000 successfully acquisition (closed in June 2008) of Electrica Muntenia Sud S.A., the largest electricity distribution company in Romania, including undertaking an extensive legal due diligence process and the preparation of the position papers, binding offer and final binding offer, as well as negotiating the transaction documents (shares sale-purchase agreement, escrow agreement, shareholders agreement, etc) in connection thereto.
- Assisting Enel on the acquisition of several energy companies owned by the Romanian State among which a 800 MW Hard Coal Capacity located in Braila, with investment in excess of EUR 1,000,000,000. The legal work involved legal due diligence over the targets, related regulatory work, preparation of all offer related documents and negotiation of the transaction documents.
- Advising the Romanian Government (Ministry of Economy and Finance) on drafting and implementing the strategy for the restructuring of a EUR 1,200,000,000 debts of S.C. Termoelectrica SA, (the largest state owned electricity producer), as well as for preparing the privatisation strategy regarding the company. Legal work rendered included an extensive due diligence on the target as well as in-depth analysis of the regulatory related matters, drafting the necessary legal bills to implement the strategy prepared and getting clearance from the Competition Council and the European Commission (DG Competition) in connection thereto.
- Advising PPF Investments (the largest investment fund in the Czech Republic) in connection with the acquisition of S.C. Continental S.A. and several other private acquisitions in Romania amounting over EUR 200,000,000. We performed extensive legal due diligence with respect to ownership of various hotel acquisition and advised on all legal aspects related to the transaction, including drafting and negotiating relevant sale-purchase agreements and related documentation.
- Assisting Sider Sipe S.A., in relation to the EUR 120,000,000 sale of the majority stake in Ductil Steel SA to a leading European investor. The Firm provided legal assistance to the client during all stages of the transaction including an extensive legal due diligence and negotiation of the sale documentation.
- Lead legal counsel to Banca Transilvania in connection with the EUR 100,000,000 sale of the majority stake held in BT Asigurari to Groupama (France). Our legal services included performing all elements of the legal due diligence process, drafting and negotiating the transaction documents as well as addressing in a proper and timely manner all post-execution matters.
- Advising Pepsi Americas International, the world's second-largest manufacturer, seller and distributor of Pepsi-Cola beverages, in respect of USD 98,000,000 acquisition of Quadrant-Amroq Bottling Co. Limited (QABCL), a Romanian bottling plant that sells and distributes Pepsi throughout that country. Pepsi Americas previously owned 49 percent of the bottling plant, which also has distribution rights in Moldova. The firm performed all elements of the due diligence and drafted the necessary transaction documentation.
- Advising KBC Group in connection with the EUR 75,000,000 successful acquisitions of Romstal Leasing IFN S.A., a leading independent Romanian leasing company, and of Swiss Capital S.A., a securities brokerage and an asset management company. The transaction involved conducting a full legal due diligence on the targets, drafting and negotiating the related transaction documents and assisting in the full range of post-execution matters in view of transaction completion.
- Advising PPF Investments in connection with the successful acquisition of GAZ SUD SA, a local private gas supplier and distributor in a transaction exceeding EUR 50,000,000. Work included undertaking an extensive legal due diligence review on the target, structuring and negotiating the sale purchase documentation, obtaining the relevant regulatory approvals and overseeing successful closing thereof.
- Assisting Lindab AB in connection with the acquisition of the Romanian subsidiaries of Sipog Group in a transaction totalling EUR 24,500,000. The Firm performed an extensive legal due diligence on the target Romania companies and assisted in the structuring and negotiation of the transaction documents as well as in a complex merger-control clearance process by the competition authority.
- Assisting Alten Europe SARL in connection with the acquisition of Amado SRL, a Romanian company acting in the field of aeronautics engineering. The firm performed an extensive legal due diligence on the target Romania companies and assisted in the structuring and negotiation of the transaction documents.
- Acting for KBC Bank in connection with its bid for the acquisition of Banca Comerciala Romana (BCR) where the Firm performed an extensive legal due diligence on BCR and assisted KBC Bank in the preparation of the purchase offer and transaction documents.
- Legal assistance provided to Enel SpA in connection with the acquisition of Blue Line for the purposes of implementation and operation of a wind power plant park up to 200 MW, including an extensive due diligence and preparation of the relevant transaction documents.
- Advising Fondiaria SAI SpA (Italy) in its proposed acquisition of Asiban S.A., a Romanian top insurance company, owned by four leading local banks. The legal services covered all elements of a thorough legal due diligence, the preparation of the binding purchase offer, including review of the transaction documents.
- Advising the Israeli company Teva Pharmaceuticals in its proposed acquisition of Labormed S.A., a group of three successful Romanian pharma companies, founded by private individuals, active both in production and distribution of drugs. The legal services covered the due diligence process, the preparation of the binding bid and the negotiation of the shares sale and purchase agreement.
- Retained by General Motors (U.S.) in connection with its bid for the acquisition of Daewoo Automobile Craiova, the second largest car manufacturer in Romania.
- Advising Alapis, a Greak company part of the Neochimiki Lavrentiadis Group in its proposed acquisition of Antibiotice SA, by undertaking an in depth legal due diligence process on the target and advising on the full range of bid and transaction issues.
- Advising Enel SpA, a leading European energy group, on the (ongoing) privatisation project estimated at EUR 3,500,000,000, between the Romanian Ministry of Economy and Finance and several foreign investors for the development of Unit 3 and Unit 4 of Cernavoda Nuclear Power Plant. Legal work rendered included advising on the full range of regulatory issues (including reviewing the existing legal framework in the field of decommissioning and waste management) and assisting the client in the prequalification and qualification stages and negotiations with the initiator of the privatisation project.
- Advising Enel Distribuzione SpA on the successful EUR 112,000,000 privatisation of two subsidiaries of Electrica S.A. - Electrica Banat S.A. and Electrica Dobrogea S.A., including undertaking of extensive legal due diligence, drafting the transaction documentation, assisting in the shares sale purchase agreement negotiations and advising on closing and post-closing issues.
- Advising Arcelor Mittal (former Mittal Steel) on the acquisition of Mittal Steel Galati SA (former Sidex S.A.), the largest Romanian steel producer, further to an USD 500,000,000 transaction. The firm advised on the acquisition process, after conducting one of the most extensive legal due diligence surveys to date in Romania and continued its mandate, advising on post-acquisition matters.
- Advising Africa Israel Investment / AFI Europe in respect of the EUR 78,000,000 successful acquisition (buy-out) of the remaining 50% share quota held by New Century Holding in Cotroceni Park, the company developing the Cotroceni Park project, consisting of a shopping mall of approx. 120,000 sqm and five stand-alone office buildings (of approx. 100,000 sqm), the value of the investment being in excess of EUR 300,000,000.
- Advising Africa Israel Hotels in respect of the EUR 18,000,000 acquisition of four hotels in the center of Bucharest.
- Retained by OTP Bank (Hungary) in relations to its bid for the acquisition of the Romanian Saving Bank (CEC) including undertaking an extensive legal due diligence on CEC and assisting the client through the preparation and negotiation of the buying offer.
- Advising Bank Leumi Le in relation to the USD 41,700,000 acquisition of Eurom Bank S.A. The firm advised on the sale-purchase agreement, real estate, competition issues, as well as on capital markets issues in relation to the delisting of Eurom Bank's shares from trading on the Bucharest Stock Exchange.
- Assisting Equest Partners Limited, a UK investment fund, in connection with the acquisition of Moldova Mall (the largest shopping center in Iasi City), for a total transaction value of EUR 34,500,000. The firm performed extensive due diligence review over the target, as well as on other relevant legal issues in view of the acquisition. We advised the client throughout the negotiation process, drafted the entire transaction documentation, including the memorandum of understanding, promissory agreement, sale-purchase agreement and related sale documentation.
- Retained by Immoeast (Austria) and Generali Immobilien AG as lead legal counsel in connection with the EUR 30,000,000 acquisition of S.C. Bucharest Business Center S.R.L.. Our mandate included conducting the due diligence over the target company (advising on ownership issues, concession agreements, zoning & construction permits), as well as drafting and negotiating the sale-purchase agreement and related documentation.
- Assisting Atlas Estates Investments B.V., in connection with the EUR 14,100,000 acquisition of Solaris Oil Factory in which respect the Firm provided legal assistance to the client during all stages of the acquisition (including performing legal due diligence on corporate, real estate and environmental issues and drafting and negotiating the sale documents for the acquisition).
- Acting for Atlas Estates Investments B.V., a major real estate developer, in connection with the acquisition of Golden Tulip Hotel, a major four stars hotel located in Bucharest (Golden Tulip Hotel Project). We provided legal assistance to the client during all stages of the acquisition, including an extensive legal due diligence and drafting and negotiating the sale documentation for the acquisition.
- Advising AON, the leading risk management and insurance brokerage firm, in relation to the acquisition of KaRo Servicii de Asigurari, the leading insurance broker in Romania.
- Advising Invitel, the second largest fixed line Hungarian telecommunications company, in relation to the USD 30,000,000 acquisition of Euroweb Romania S.A. and Euroweb Hungary Rt., two Internet and Telecom related operating subsidiaries of Euroweb's International Corp.
- Advising GHCL Ltd. in connection with the USD 21,000,000 acquisition of 68% equity stake in Bega Upsom, the largest soda ash Romanian producer. The firm performed all elements of the due diligence and drafted the necessary transaction documentation for the acquisition, including specific legal advice on the capital market and fiscal issues arising out of or in connection with this transaction.
- Assisting Prointec SA (Spain) in a complex transaction aiming at the acquisition of the majority stock of the Romanian construction design company Consis SRL, comprising a legal due diligence process and the drafting of the shares sale and purchases agreement, as well as of other transaction related legal documents.
- Advising the Ministry of Economy and Finance in relation with the restructuring & privatisation of Petrotrans S.A. (the leading state-owned company in the oil products transport sector) in which respect the legal work rendered included an extensive due diligence on the target as well as in-depth analysis of the regulatory related matters to implement the strategy prepared and the preparation of the memorandum presented to the Romanian Government in view of approval of the proposed strategy.
- Retained by the Romanian Government (as a part of a consortium with Roland Berger), in relation with the restructuring process of Compania Nationala Posta Romana SA (The National Post Company), as a first step towards its privatization to a strategic investor.
- Acting for Intel Capital (Intel Corporation's venture investment program) and Enterprise Investors in respect of a major investment in Siveco Romania, a leading local software provider.
- Advising J&T Finance Group in connection with its bid for the acquisition of Romexterra Bank. The firm performed an extensive legal due diligence on the target and assisted in the structuring and negotiation of the transaction documents.
- Advising Piraeus Bank Group in respect of the acquisition of a Romanian financial investment services company, European Securities. The transaction involved in-depth due diligence on the target, advice on obtaining clearance from the Romanian National Securities Commission and amendments to the proposed draft of the share purchase agreement.
- Assisting the Central European Industrial Fund (CEIF) (an investment fund launched in 2005 by Morley Fund Management - the Aviva investment administrator - and Teesland) on the EUR 7,400,000 acquisition of the industrial Phoenix Business Park from Phoenix Real Estates.
- Assisting Teesland iOG, a leading pan-European, property fund and asset management company, in connection with various corporate acquisition related to real estate business.
- Acting for GlaxoSmithKline in relation to the sale of its pharmacies chain to Sensiblu SRL, the largest pharmacies chain in Romania.
- Legal assistance to the SBS Broadcasting Group in relation to the Romanian legal issues arising from its EUR 3,300,000,000 acquisition made by ProSiebenSat.1 Media AG. After the closing of the share purchase agreement by which ProSiebenSat.1 Media AG acquired 100 percent of the shares in SBS Broadcasting Group, ProSiebenSat.1 integrated both companies into one pan-European broadcasting group. In its new form, the ProSiebenSat.1 Group will be active in 13 European countries. Its assets include 24 free TV channels, 24 pay TV channels and 22 radio networks.
- Advising SBS Broadcasting and Amerom Television (the owner of the Prima TV brand) for the acquisition of the TV Klumea brand from SC Dacia RTV Bucuresti SA. The firm performed an extensive due diligence report and assisted in the preparation of the buying offer and the negotiation and conclusion of the transaction.
- Advising SBS Broadcasting and New Century Media Holdings for the acquisition of Canet Radio, a company holding Mix FM. The firm performed an extensive due diligence report, as well as drafted and negotiated the sale-purchase agreement and related documentation.
- Assisting General Electric Capital and Banca Portugues de Investimento in connection with the USD 88,000,000 successful privatisation of a 45% equity stake in Banc Post S.A., the second privatisation of a bank in Romania. General Electric Capital and Banca Portugues de Investimento have also retained us to perform a detailed legal due diligence with respect to an attempted acquisition of the Romanian Bank for Development.
- Advising the Romanian Government in connection with the USD 52,000,000 privatisation of Banca Agricola S.A., the first successfully completed privatisation project of a top Romanian bank. We acted on behalf of the Romanian Government, performing all aspects of the legal due diligence, drafting and negotiating the necessary transaction documentation, including the share sale and purchase agreement and the related transaction documents.
- Retained by the Romanian Government as lead legal counsel for the privatisation of the National Company for Radiocommunication (as part of the consortium with CAIB / UNICREDIT).
- Advising Union Fenosa in relations to its bid for the privatisation of two subsidiaries of Electrica S.A. (the largest electricity distribution company of Romania), Electrica Oltenia S.A. and Electrica Moldova S.A. initiated by the Office for State Ownership and Privatisation in Industry (OPSPI). We undertook legal due diligence, provided consultancy and legal assistance in connection with the regulatory issues, bids bonds, escrow and share purchase agreements.
- Advising Occidental Oil and Gas Corporation, U.S.A. in connection with its bid for the privatisation of the National Oil Company Petrom S.A. initiated by OPSPI. We have performed the due diligence, provided legal assistance in connection with the regulatory issues and assisted in the preparation of the purchase offer.
- Advising Arcelor Mittal (former Mittal Steel) in connection with the acquisition of the majority stake in Mittal Steel S.A. Hunedoara, Mittal Steel S.A. Roman and Mittal Steel S.A. Iasi (former Siderurgica S.A., Petrotub S.A. and Tepro S.A.) from the Romanian Authority for Privatisation (AVAS).
- Advising the Romanian Government in connection with the privatisation of Alro S.A., the leading national aluminium producer. We successfully assisted the Romanian Government in the preparation and completion of the transaction, being involved in the due diligence review, negotiation of the sale documentation and the completion formalities.
- Advising GlaxoSmithKline, one of the world's leading pharmaceutical and healthcare companies, in relation to the spin-off of its pharmacies chain and the set up of Ideapharm S.A., its Romanian subsidiary. We also handled the sale of shares in its Romanian subsidiary to Sensiblu S.R.L., the largest pharmacies chain in Romania.
- Advising SBS Broadcasing S.A. in relation to the EUR 22,500,000 acquisition of Romania's leading FM radio station Kiss FM and the FM radio station Radio Star. The firm has performed an extensive due diligence and has provided assistance during negotiations and closing operations.
- Assisting SBS Broadcasting S.A. in relation to the EUR 7,800,000 transaction by which it increased its ownership in the Romanian television station Prima TV.
- Advising PepsiCo/Frito-Lay on the EUR 20,000,000 acquisition of the Romanian chips, snacks and popcorn producer Star Foods.
- Advising Enel SpA (Italy) on its bid for the acquisition of two state-owned gas distribution companies, Distrigaz Sud S.A. and Distrigaz Nord S.A., initiated by the Romanian Government. We performed an extensive legal due diligence over the target companies, drafted the preliminary non-binding bids, negotiated with the privatisation authorities and submitted the final offer.
- Advising Piraeus Bank Group in respect of its bid for the attempted acquisition of Banca Tiriac S.A., one of the first and well established private banks incorporated in Romania. The firm has performed an extensive due diligence review and assisted throughout shares purchase agreement negotiation.
- Assisting General Electric Company in connection with its joint venture with Turbomecanica S.A. in the jet propulsion industry. We drafted the transaction documentation, assisted in the negotiation process, supervised the successful completion of the transaction and obtained the relevant approvals and clearances from the Romanian authorities.
- Advising TBI Holding (a joint venture between Bankers Trust and Kardan Group) in connection with its acquisition of Omniasig S.A., one of the top Romanian insurers. The firm acted as lead counsel, carrying out due diligence, drafting and negotiating all transaction documentation, including shareholder agreements, financing and loan agreements, share pledge agreements.
- Assisting UniCredito Italiano, one of the most prestigious European financial groups, in relation with the acquisition of 82.5% of shares in Demirbank (Romania) S.A. and a significant shareholding of Demir Romlease S.A..
- Advising Michelin on the takeover of a part of Tofan Grup and of distribution and supply subsidiaries Victoria Floresti and Silvania Zalau. The firm assisted Michelin throughout the acquisition and drafted the transaction documentation.
- Advising the Romanian Government on the complex privatisation process of the National Air Company Tarom S.A. initiated by the Romanian Ministry of Transport as part of an international consortium with ABN AMRO, PricewaterhouseCoopers and Simat, Helliesen & Eichner, Inc..
- Advising the Ministry of Economy and Commerce on the privatisation process of the shipyard Santierul Naval Mangalia S.A., the sole Romanian producer of military vessels, initiated by the Romanian Government. Our mandate included the performance of a legal due diligence review, as well as drafting and negotiating the transaction documentation.
- Advising the Government of Romania on the privatisation process of the National Company Plafar S.A., the largest Romanian producer of tea and other natural products of medicinal herbs, initiated by OPSPI. Our mandate included legal due diligence, as well as legal assistance during negotiations.
- Retained by a consortium comprising General Motors Corporation and Karsdorfer Eisenbahngesellschaft GmbH in connection with its bid for the acquisition of the stat
e-owned company Electroputere S.A. Craiova.
- Retained by the State Ownership Fund for providing legal assistance in the privatisation process of Alprom, the national aluminum top producers, in a consortium with Paribas, Central European Trust Ltd. and PricewaterhouseCoopers.
- Assisting Astral Telecom, a major Romanian telecommunications company on the CATV and Internet markets in the merger transaction with another market leader, one of the main Internet services providers in Romania, Dynamic Network Technologies.
