Corporate M&A

08.01.2018

 

Ellex has advised Daimler AG on an investment in Taxify. Daimler, whose mobility ser-vices portfolio includes Mytaxi and other ride-hailing services such as Clever Taxi and Taxibeat, now also holds an interest in ride-hailing provider Taxify. Taxify operates pre-dominantly in Central and Eastern Europe and in Africa. Chinese ride-hailing platform Didi Chuxing already acquired an interest in Taxify in 2017. With its investment in Taxify, Daimler is significantly expanding its ride-hailing portfolio. To date, Taxify has provided transport to more than 10 million passengers with more than 500,000 registered drivers.

 

The legal team was led by Noerr LLP and Ellex acted as a local counsel.

 

 

OP Financial Group will sell all shares of its non-life insurance company Seesam Insurance AS, including its Latvian and Lithuanian branches, to Vienna Insurance Group. The parties signed the share sale and purchase agreement on 18 December 2017. The transaction is subject to the approval by the local regulatory authorities.

Seesam was founded in 1991 in Estonia and has offices in all three Baltic countries. It has over 200,000 customers and sells its non-life products across all distribution channels. In 2016 the company reported gross written premiums of around EUR 60 million and currently has 335 employees.

Seesam’s parent undertaking, OP Financial Group, is Finland’s largest financial services group. OP offers diverse banking, asset management and insurance services to companies and private persons. The OP Group includes 180 member banks, over 4 million clients, nearly 12,000 employees and the total assets of the Group exceed 80 billion Euro.

Vienna Insurance Group has close to 200 years of experience in the insurance business. There are about 50 Group companies in 25 countries. Vienna Insurance Group has a staff of about 25,000 employees. The listed Vienna Insurance Group is the best-rated company of ATX, the leading index of the Vienna Stock Exchange. Its shares are also listed on the Prague Stock Exchange.

Ellex advised OP Financial Group on the sale of Seesam Insurance to VIG. In Estonia the client was advised by Partner Sven Papp and Senior Associates Gerda Liik and Martin Mäesalu, in Latvia the client was advised by Senior Associates Sarmis Spilbergs and Mārtiņš Gailis and Associate Kristiāna Matuzeviča, in Lithuana the client was advised by Partner Dovilė Burgienė and Senior Associates Lina Žolynė and Ilona Jančiauskaitė, Partner Marius Juonys, and Senior Associate Alina Makovska.

 

 

 

 

The mobile operator Bite has acquired the telecommunications company Unistars. Unistars is a Latvian telecommunications operator, which offers corporate clients a unique multi-service concept and provides high-quality and reliable telecommunications services. The transaction is significant for the future growth of Bite, as it provides it with access to the 5G frequency that will enable the development of new, innovative products and services.

 

Unistars will continue its current operations as a subsidiary of Bite. The transaction value is confidential.

 

Ellex Kļaviņš represented Unistars as counsel for the seller. In advance of the sale, a corporate restructuring of the Company was carried out in order to prepare it for the sale.

 

French auto maker PSA Peugeot-Citroën sold 75% of its shares in Gefco, its logistics subsidiary in Latvia, to Russian Railways for 800 million euros. The deal was important as Gefco is a significant player in the Latvian logistics sector. Our team acted as a local counsel to the state-owned Russian Railways and advised on Latvian aspects of law, including carrying out a due diligence. 

In the complex acquisition process of the Swedish logistics company Karlshamn Express we gave legal advice to DFDS logistics company. Under the instruction of Mannheimer Swartling we provided consultations with respect to the Latvian aspects of the transaction. This transaction allowed DFDS to expand its routes into the Baltics and Russia. 

We assisted IAC, a large US-based internet and media holding company, in purchasing a majority of shares of the Latvian social network Ask.fm. Due to the still developing regulations on the sector, the acquisition touched upon matters such as cross-border personal data protection, safety requirements, and online content monitoring. 

We guided the Finnish company Lassila & Tikanoja in the sales process of SIA L&T, the largest waste management company in Latvia. The company was sold to the Latvian energy and utilities company Bioinvest and was a significant transaction requiring sensitive structuring and negotiations with the competition authorities. 

During the process Douglas Investments B.V. acquired 49% of the shares of SIA Douglas Baltics from the Lithuanian shareholder UAB Fragrances International. This transaction completed the acquisition process of the majority of shares. We helped Douglas Investments B.V. in the complicated negotiation process due to a complicated history of shareholder conflicts and related issues.

We guided Securitas during a two-phase acquisition process during which 100% of the SIA. Ave Lat Sargs shares were transferred to Securitas. This transaction allowed one of the largest security companies in the world successfully to enter Latvia. 

We provided consultations to Royal & Sun Alliance Insurance Plc (RSA) during the sale of the biggest Latvian insurance company AS Balta to Powszechny Zaklad Ubezpieczen S.A. (PZU). The 360 million Euro transaction was one of the largest M&A transactions in the Baltics and increased Polish influence in the insurance market of the Baltic States and Poland. This deal, plus RSA having sold its stakes in the Lithuanian insurance company Lietuvos Draudimas and Polish Insurance Company Link4 Towarzystwo Ubezpieczen Spolka Akcyjna, permitted RSA to devote all its attention to its core markets. 

During the sales process of the 7,000 square meter Barona shopping centre in downtown Riga we conducted a comprehensive analysis, participated in the negotiation process, and helped with other transaction-related legal issues.

This transaction became a significant development in the Latvian waste management sector when a Finish investor left the largest Latvian waste management company. This departure lead to the consolidation of the waste management market in Latvia. 
Our team helped Lassila & Tikanoja to procure the sale of its business. The share sale transaction was challenging because the initial bidders for the Target were its closest competitors. The sale process had to proceed carefully in view of competition laws. Our work included structuring the transaction from a competition law perspective and advising on merger control issues.

Veset is innovative technology startup with a progressive idea which attracts the vast attention of investors. This young company provides pioneering cloud-based playout solutions, allowing its customers to create linear TV channels and deliver them to satellite, cable and CDN networks. 
We advised and facilitated a financial investor in acquiring a minority share in the company, performed due diligence to identify areas which require legal support and improvements and drafted contracts on the licencing of technologies. We are truly proud to have been part of a progressive project which also required hugely innovative approaches on our part.

Velvet Mink are the owners and operators of mink farms. We handled the sale of 50% of the shares in Velvet Mink companies in Latvia and 100% shares in their companies in Denmark. We concluded a shareholders’ agreement with the buyer and helped to sell minks and equipment for the production of mink, both in Latvia and Denmark.

 

The transaction had a complicated structure and raised taxation and shareholder agreement issues as the buyer (PRC/Hong Kong national) required treatment from the legislative perspective of his country. 

DFDS, one of the leading shipping and logistic companies in northern Europe, acquired 100% of the share capital of the Swedish company Karlshamn Express and its subsidiaries. DFDS also bought the remaining 50% of the shares of the associated company Karlshamn Express Baltic SIA.
We acted under the instruction of Mannheimer Swartling in matters related to the Latvian aspects of the transaction. 

Our client, a major international construction company, is a part of the consortium which won the tender for the long awaited construction of new infrastructure at Riga International Airport. The other partners of FCC Construccion were a German construction company, Hochtief, and A.C.B. Group from Latvia. 
We advised FCC Construccion on; its partnership arrangements with the other consortium members, on the establishment of a legal presence in Latvia, and on real estate and construction aspects related to their work at Riga International Airport.

Det Norske Veritas (Norway) and Germanischer Lloyd (Germany) are two world leading companies in the fields of classification and certification which merged in 2013.

 

The merger was carried out on a global scale and required efficient structuring from a corporate, employment and tax perspective in a number of countries.  

Our team advised the client on tax aspects and helped to choose the most efficient form for merger in Latvia. 

We acted as legal advisor to Lantmännen Cerealia on the sale of its majority shareholding in Latvian subsidiary Rīgas Dzirnavnieks to Malsena, the leading Lithuanian grain processing group. The basis for the transaction was the strategic decision of Lantmännen Cerealia to focus on the Scandinavian market in the future. Lantmännen Cerealia is part of Lantmännen Group – one of the largest Nordic companies involved in the food, energy, machinery and agriculture sectors. The transaction exemplifies the trend of regional consolidation and expansion in the food manufacturing industry in the region, and also marks a cautious upswing in recent M&A activity.  

In accordance with its responsible and prudent exit from the Latvian market, GE Capital sold its consumer lending and finance company AS GE Money to the Swedish financial group Marginalen. Our team advised GE Capital on all matters related to the transaction.

We advised Outokumpu Oyj on Lithuanian, Latvian and Estonian parts of the global deal related to the sale of 100% interest in its local subsidiaries to Amari Metals Europe. With this deal the company tried to rationalize and distribute its network in order to reduce working capital by 250 million euros and achieve cost savings of 100 million euros. All our Baltic offices were involved in the project, giving an example of efficient cooperation and united legal assistance. 

Icelandair, acting through its representative Aircastle Advisor, needed the novation of a lease agreement for a Boeing 767-300 aircraft registered in Latvia. Our team helped Icelandair with the novation transaction and the subsequent deregistration of the aircraft from the Latvian aircraft register. Both matters had to be performed urgently as our client had committed the aircraft to another operator. We leveraged our work experience with the Latvian Civil Aviation Agency to ensure that the transaction was completed on time.