Capital Markets & Securities

The lawyers in our Capital Markets & Securities Practice have the experience, creativity and knowledge necessary to provide extraordinary service to businesses seeking to access the capital markets and to the investment banking firms that assist them. We understand that nothing is more vital to the growth and development of both emerging and seasoned businesses than raising capital. This understanding is reflected in our commitment to ensure that securities offering in which we are involved are completed on time and in a manner that meets the objectives of our clients.
Our experience in Capital Markets & Securities consists of legal assistance with respect to transactions involving publicly held companies, listed on the Bucharest Stock Exchange and on the RASDAQ alternative system, as well as to various regulatory issues. We provided extensive advice to companies from various sectors and have worked closely with the Romanian capital markets regulatory body, the National Securities Commission (NSC), on aspects such as the interpretation and implementation of Public Take Over (PTO) procedures and PTO pricing regulations, the adjustment and harmonization of securities regulations with the market requirements.

 

A selection of our recent instructions include advising: 

  • The Ministry of Economy and the Office for State Ownership and Privatization in Industry (OPSPI) in connection with the secondary public offering on the Bucharest Stock Exchange for the sale, by the Romanian State, of 15% of the shares held in Transgaz (the National Gas Transmission and Grid Operator), with a total estimated value of approx. EUR 100,000,000. The firm is assisting the Romanian State throughout the entire process, including selecting the intermediary, structuring and implementing the sale process, as well as providing legal advice in all matters pertaining to the offering in Transgaz.
  • The Ministry of Transportation and Infrastructure in connection with the initial secondary public offering (IPO) on the Bucharest Stock Exchange for the sale, by the Romanian State, of 20% of the shares held in TAROM, the major player in the Romanian airline industry.
  • Rompetrol Group NV, one of the largest gas and refining business in Romania, in connection with the EUR 90,000,000 acquisition of the remaining free float of Rompetrol Rafinare S.A., so far the most successful mandatory public offering ever conducted on the Bucharest Stock Exchange, as well as providing legal advice in all matters pertaining to the mandatory public offering of Rompetrol Well Services S.A. Further legal work included the subsequent procedures for squeeze-out and final delisting from the Bucharest Stock Exchange in respect of Rompetrol Rafinare S.A., representation before the relevant authorities, such as the National Securities Commission and the Romanian Competition Council, as well as advice on the entire range of corporate governance and minority shareholder rights related thereto.
  • The Ministry of Economy and the Office for State Ownership and Privatization in Industry (OPSPI) in connection with the secondary public offering on the Bucharest Stock Exchange for the sale, by the Romanian State, of 15% of the shares held in Transelectrica (the National Electricity Transport and System Operator), with a total estimated value of EUR 55,000,000. The firm is assisting the Romanian State throughout the entire process, including selecting the intermediary, structuring and implementing the sale process.
  • The Romanian Government through the Office for State Ownership and Privatization in Industry (OPSPI) in connection with the privatization of Oltchim S.A., one of the largest State-owned companies in the chemical industry listed on the Bucharest Stock Exchange. Musat & Asociatii is assisting the Romanian Government throughout the entire privatization process, including advice for preparing the related privatization documentation and the privatization strategy.
  • OMV Austria, the leading oil and gas corporation of Central Europe, on a successful capital increase of EUR 750 million through the issuance of new shares on the Vienna Stock Exchange.
  • Alexandrion, the local market leader in the spirit drinks industry, in connection with the buy-out from the stock exchange and further delisting of one of its affiliates, via a public offering.
  • Sanofi-Aventis, the leading French pharmaceutical producer, on various capital markets issues and regulatory matters specific to the Romanian market, following its recent indirect take-over of Zentiva Romania S.A., for over EUR 17,400,000.
  • SAB Miller in connection with the EUR 10,000,000 acquisition of an absolute majority stake in the local beer producer Bere Azuga S.A. The firm advised on the strategy to be followed on capital markets issues in relation to the structuring and implementation of the entire acquisition process, conducting the subsequent procedures for mandatory public offering, squeeze-out and final delisting of Bere Azuga from the Bucharest Stock Exchange.
  • The National Securities Commission in connection with the performance of the initial public offering in respect of Alumil Rom Industry for the purposes of its flotation on the Bucharest Stock Exchange, including issues related to the public offer prospectus, offer validity, as well as public offer allocation and settlement.
  • Genpact Limited in connection with the USD 600,000,000 initial public offering on the New York Stock Exchange. Genpact is India’s largest business process outsourcing company, having a global network of more than 25 locations in nine countries.
  • Africa Israel Investments (AFI) in connection with the preparation of AFI's shelf prospectus, whereby AFI has offered various shares, options, debentures and convertible debentures on the Tel Aviv Stock Exchange, and has already raised USD 250,000,000. As part of the said prospectus, AFI further intends to register for trading debentures issued under previous private offerings in the aggregate amount of USD 650,000,000.
  • PPF Investments in connection with the take-over of several targets in the banking, hotels and construction sectors, totaling over EUR 300,000,000, via transactions conducted on the capital market.
  • Goldman Sachs, the leading US-based investment company, on various capital markets matters with respect to a broad range of commodity and currency forward, option or swaps transactions documented by ISDA Master Agreements.
  • KBC Securities NV (part of the Belgian financial conglomerate KBC Group), in connection with the acquisition of Swiss Capital S.A., a local independent securities broker, as well as of Swiss Capital Asset Management S.A., a Romanian-based company managing open-end investment funds active on the Romanian and European capital markets.
  • RBS Bank with respect to the implementation, within its Romanian subsidiary, of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments and of Commission Directive 2006/73/EC implementing Directive 2004/39/EC as regards organizational requirements and operating conditions for investment firms. The firm has advised RBS with respect to applicable MIFID requirements, as implemented under Romanian law, in relation to structured products, derivatives and non-listed securities intended to be offered by the Bank, and performed an extensive review of the related terms and conditions with a view to ensuring compliance with the MIFID requirements.
  • GHCL (a leading Indian chemical group of companies) in connection with the successful capital market acquisition of Bega Upsom S.A., one of the largest industrial soda ash producers in Romania. The acquisition, targeting 66.74% of Bega Upsom’s share capital, was performed by a cross transaction, followed by a mandatory public offering.
  • British Petroleum in connection with the potential legal implications triggered by the implementation of an employee stock offer plan that would allow the employees of its Romanian subsidiary to acquire shares in the parent company.
  • Raiffeisen Capital & Investment S.A. on various capital markets issues, including regulatory requirements applicable to investment firms in the context of cross-border offerings, disclosure issues, mandatory public offers.