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 orientated 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 two decades of existence, we have gathered not only an unparalleled expertise in privatisations, but also a significant Mergers & Acquisitions insight, 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 the 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 two decades of existence, we have gathered not only an unparalleled expertise in privatisations, but also a significant Mergers & Acquisitions insight, 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 the Romanian State entities to large multinational blue chip companies.
A selection of our recent mandates include advising:
- The Ministry of Economy and Hidroelectrica (the leading State-owned hydropower producer), as part of an international consortium, in connection with the selection of investors and structuring the construction of Tarnita-Lapustesti Hydropower Plant deal. The hydroelectric pumped-storage greenfield project, with a forecasted installed capacity of 1,000 MW, is estimated to require a considerable investment exceeding EUR 1.3 billion. As lead legal counsel, the firm was instructed to assist the Ministry and Hidroelectrica in all the project stages, including undertaking a complex due diligence exercise, proposing the transaction structure and related enactments needed for the approval thereof, organizing and overseeing the negotiations with the selected investors, drafting and reviewing the relevant project documentation package, to assistance required in view of signing and closing thereof.
- The Romanian Government, through the Office for State Ownership and Privatisation in Industry (OPSPI) in connection with the privatization of Oltchim SA, one of the largest State-owned companies in the chemical industry. Musat & Asociatii is assisting the Romanian Government throughout the entire privatization process, including advising on preparing the related privatisation documentation, the privatization strategy, as well as providing legal advice in all legal matters implied by the project, until the successful sale of the majority stake held by the State in Oltchim to the selected investor.
- Enel S.p.A in connection with the EUR 820,000,000 successful acquisition 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.
- Enel on the acquisition of several energy companies owned by the Romanian State, among which an 800 MW hard coal capacity located in Braila, involving investments in excess of EUR 1,000,000,000.
- Enel Distribuzione SpA on the EUR 112,000,000 successful privatisation of two subsidiaries of Electrica S.A. - Electrica Banat S.A. and Electrica Dobrogea S.A.
- Enel Green Power during the full-scope acquisition of a green energy project in the field of wind generation, with an installed capacity of 72 MW.
- One of the top EPC services providers in the energy sector in completing the sale of a minority stake through an outright sale combined with a share capital increase, with a total value of EUR 70,000,000.
- A major Spanish photovoltaic developer and provider of solar panels on the acquisition of two solar power plants owned by a local business man, with an installed capacity of 130 MW, the total value of the project exceeding EUR 200,000,000.
- A leading Spanish developer of renewable energy projects with respect to the development and sale of a wind farm with an installed capacity of approx. 250 MW, located in Dobrogea.
- PPF Partners, a major pan-European investment fund, in connection with the acquisition of S.C. Continental S.A. and several other private companies in Romania, amounting to over EUR 200,000,000.
- 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.
- Banca Transilvania in connection with the EUR 100,000,000 sale of the majority stake held in BT Asigurari to Groupama (France).
- Pepsi Americas International, the world's second-largest manufacturer, seller and distributor of Pepsi-Cola beverages, in respect of the USD 98,000,000 acquisition of Quadrant-Amroq Bottling Co. Limited (QABCL), a Romanian bottling plant selling and distributing Pepsi throughout the country.
- Alka Pro, a leading local FMCG producer, in connection with the sale of its seeds and nuts activity (“Nutline”) to Intersnack Group, the German producer of popular snack brands Chio Chips, Funny-Frisch, Pom-Bär and Goldfischli.
- Mediterranean Car Agency LTD Israel in connection with the acquisition of two entities that were part of Autoitalia Group - Autoitalia Impex, the Romanian importer of the Italian car brands Fiat, Alfa Romeo, Lancia and Maserati, and Japan Motor Brands, the local partner of the Japanese brand Infinity.
- 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 asset management company.
- Arcelor Mittal (former Mittal Steel) on the acquisition of Mittal Steel Galati SA (former Sidex S.A.), the largest Romanian steel producer, further to a 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 to advise the client on closing the transaction, as well as on various post-acquisition matters.
- 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).
- PPF Partners in connection with the successful acquisition of GAZ SUD SA, a local private gas supplier and distributor in two transactions exceeding EUR 62,000,000.
- The US private equity group Platinum Equity LLC with regard to three separate multimillion confidential transactions involving three plants owned by its local affiliate SC AEES Power Systems S.R.L. in Romania, factories producing spare parts for Volkswagen, Audi and DAF.
- Lindab AB in connection with the acquisition of the Romanian subsidiaries of Sipog Group in a transaction totaling EUR 24,500,000.
- Roche Diagnostics International LTD. in connection with the approximately EUR 17,500,000 successful acquisition of several assets of Top Diagnostics SRL, one of the most important companies on the Romanian diagnostics and diabetes care market.
- Re Power AG, an international electricity company, with respect to the acquisition of Elcomex, one of the most important local private electricity traders.
- Enel SpA in connection with the acquisition of Blue Line for the purpose of implementing and operating a wind power plant park of up to 200 MW.
- 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 AFI Palace Cotroceni, consisting of a shopping mall and five stand-alone office buildings, the value of the investment exceeding EUR 300,000,000.
- Bank Leumi 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 delisting Eurom Bank's shares from trading on the Bucharest Stock Exchange.
- 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.
- Invitel, the second largest Hungarian fixed-line 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.
- Prointec SA (Spain) in a complex transaction aiming to acquire the majority stock of the Romanian construction design company Consis SRL.
- 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.
- The SBS Broadcasting Group in relation to the Romanian legal issues arising from the EUR 3,300,000,000 acquisition thereof by ProSiebenSat.1 Media AG.
- 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.
- SBS Broadcasting and New Century Media Holdings for the acquisition of Canet Radio, a company holding Mix FM.
- 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.
- 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.
- 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.
- 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.
- The Romanian Government in connection with the privatisation of Alro S.A., the leading national aluminum 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.
- GlaxoSmithKline, one of the world's leading pharmaceutical and healthcare companies, in relation to the spin-off of its pharmacy 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 pharmacy chain in Romania.
- PepsiCo/Frito-Lay on the EUR 20,000,000 acquisition of the Romanian chips, snacks and popcorn producer Star Foods.
- General Electric Company in connection with its joint venture with Turbomecanica S.A. in the jet propulsion industry.
- 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.
- UniCredito Italiano, one of the most prestigious European financial groups, in relation to the acquisition of 82.5% of the shares in Demirbank (Romania) S.A. and a significant shareholding of Demir Romlease S.A.
- Michelin on the takeover of part of Tofan Grup and of the distribution and supply subsidiaries Victoria Floresti and Silvania Zalau.
- The State Ownership Fund for providing legal assistance in the privatisation of Alprom, the national aluminum top producer.