M&A and Private Equity legal update - December 2014
 
  Dear clients and cooperation partners,

We are pleased to introduce this M&A and Private Equity newsflash with special recognition received from Mergermarket, the world’s leading M&A intelligence and news service. Mergermarket awards are the most prestigious among M&A advisors and I am extremely happy that SORAINEN has received this for the third time. Above all, it is deserved acknowledgement of the hard working and devoted members of our Corporate and M&A Team.

In November 2014, SORAINEN co-organised the annual Baltic M&A and Private Equity Forum in Vilnius. You can read a recap of the event and discover the winners of the Baltic M&A and Private Equity Awards that were given out for the first time.

This year, 2014, has been very busy for our Corporate and M&A Team as well as for our clients. We will bring you a selection of transactions advised by our team in recent months. In addition you will learn about the planned venture capital fund of funds in Estonia and the new share transfer rules in Lithuania.

On behalf of the SORAINEN Corporate and M&A Team, I wish you a Happy Christmas and Successful New Year! May all your personal and business wishes come true.

Yours sincerely,

Toomas Prangli
Regional Co-Head of SORAINEN Corporate and M&A Team

 
  MERGERMARKET RECOGNISES SORAINEN AS THE “BALTIC M&A LEGAL ADVISER OF THE YEAR”  
  THE BALTIC M&A AND PRIVATE EQUITY FORUM GATHERED THE LEADING MARKET PLAYERS IN VILNIUS  
  ESTONIA TO LAUNCH NEW FUND OF FUNDS IN ORDER TO BOOST VENTURE CAPITAL INVESTMENTS  
  LITHUANIA: NEW REQUIREMENT TO NOTARISE SHARE PURCHASE TRANSACTIONS MAY BE AVOIDED  
  RECENT TRANSACTIONS  

MERGERMARKET RECOGNISES SORAINEN AS THE “BALTIC M&A LEGAL ADVISER OF THE YEAR”

On 11 December 2014, Mergermarket presented SORAINEN with the “Baltic M&A Legal Adviser of the Year 2014” award at the European M&A Awards ceremony in London. The awards recognise the leading law firms and financial advisers in the mergers and acquisitions (M&A) field in Europe.

SORAINEN’s transactional highlights in 2014 include assisting insurance company PZU with its acquisition of RSA operations in the Baltics for EUR 270 million. This was the largest Baltic insurance sector M&A transaction ever and involved a challenging merger control process. SORAINEN also advised Amber Grid on the acquisition of its shares by EPSO-G from E.ON Ruhrgas and on a subsequent mandatory takeover bid (with a total value of EUR 152 million, the 2nd largest deal in the Baltics this year). Other notable deals include the largest technology sector transaction in the Baltics – Stratasys’ acquisition of the engineering collaboration platform GrabCAD, and Food Union’s acquisition of the Premia ice cream and frozen products business in the Baltic States and Russia.

Mergermarket have presented us with a wonderful Christmas gift! This has been an exceptional year for our team, full of hard work and challenges and with the highest number of M&A deals advised. We have much to be thankful for, starting from the trust our clients have placed in us and ending with the high level of commitment and teamwork demonstrated by our people“, says Toomas Prangli, regional co-head of the SORAINEN Corporate and M&A Team.

The winners are chosen through a unique three-stage selection process which employs both empirical data and independent expert opinion to form a reasoned and substantiated selection. The judging panel, which includes senior representatives from Mergermarket, major private equity funds and international law firms, evaluates the strategic nature, complexity and innovation of cross-border deals in 2013-2014.

This year SORAINEN stood out as the only law firm in Europe with unanimous recognition from all five of the most prestigious international awards. Prior to the acknowledgement from Mergermarket, SORAINEN also received “Baltic Law Firm of the Year 2014” awards from Chambers Europe, The Lawyer and International Financial Law Review, and the “Baltic Tax Firm of the Year 2014” award from International Tax Review.


 

THE BALTIC M&A AND PRIVATE EQUITY FORUM GATHERED THE LEADING MARKET PLAYERS IN VILNIUS

The fifth Baltic M&A and Private Equity Forum took place on 6-7 November in Vilnius, branding itself as the “must-attend” annual event for M&A and private equity market players in the region.

Attended by more than 230 participants, the Forum once more proved to be a valuable venue for sharing the latest market trends, networking and discussing business opportunities. One CEE private equity fund manager mentioned to organisers that he meets as many as seven potential targets during these two days!

Even though the event started with discussions on geopolitical tensions in the region (with a keynote speech by Quentin Peel of The Financial Times setting the tone), participants and speakers demonstrated cautious optimism towards prospects for the industry. For example, a poll of participants showed a majority considering that the Ukraine-Russia conflict has had only a slightly negative effective (55%) or no effect (27%) on M&A activities in the Baltics to date. This cautious optimism was apparently fuelled by the strong resilience of the Baltic economies – even after announcement of Russian sanctions in early August, the Baltic economies remain among the fastest growing in Europe (estimated growth of GDP for Lithuania in Q3 2014 compared to 3Q 2013 was 2.6%, for Latvia 2.2% and for Estonia 2.1%).

It was several times noted that the Baltics are a promising region for private equity and venture capital. Inspired by Jeremie, the Baltic Innovation Fund and other pan-Baltic initiatives, regional and local PE and VC funds continue to build up their portfolios in pursuit of “Baltic pearls”. Local start-ups such as Vinted, YPlan, TransferWise, CGTrader and others already demonstrate that ideas generated in the Baltics may be spotted by VC scouts and attract “big name” investors from all over the world. The European Investment Fund also estimates that its Baltic initiatives alone should generate some 20-25 transactions annually over the next five years.

Many speakers and panellists stressed the need to further strengthen cooperation and consolidation between the Lithuanian, Latvian and Estonian M&A and PE/VC industries. One speaker noted that taken together the Baltics are nearly of the size of New York, so if the Baltic PE/VC and capital markets develop well, the Baltics have solid potential to surprise the world with the next “skypes”.

An important aspect emphasised at the Forum was successful exits by Baltic investors. A good example was the recent sale of GrabCAD (an open engineering company originating in Estonia) to Nasdaq-listed Stratasys. Speakers shared the view that such Baltic success stories bring the entire Baltic PE/VC industry to a new level as well as helping to raise new funds for the region. Several other interesting case studies were presented – PZU’s acquisition of RSA operations in the Baltics, Linas Agro’s acquisition in Latvia, major M&A deals in the video games industry, and others.

This year’s Forum featured the first Baltic M&A and Private Equity Awards. The first Annual Achievement Award for the Baltic Private Equity & Venture Capital Industry, established by the European Investment Fund, went to Swedbank Investment Management for their active contribution to the development of the Baltic PE and VC industry. PZU’s acquisition of RSA Baltic operations was named the Baltic M&A Deal of the Year 2014 and the above-mentioned exit by the co-founder and angel investor from GrabCAD was awarded as the Baltic PE/VC Deal of the Year 2014.

In line with existing tradition, next year the Forum will move to Tallinn, thus continuing its dedication to developing the Baltic M&A and PE/VC community. See you in Tallinn next autumn!

Sergej Butov
Sergej Butov
Senior Associate
SORAINEN Lithuania

sergej.butov@sorainen.com

ESTONIA TO LAUNCH NEW FUND OF FUNDS IN ORDER TO BOOST VENTURE CAPITAL INVESTMENTS

The Estonian government has approved a plan by which Kredex, the governmental guarantee agency, will launch a 60 million EUR fund of funds next year aimed at boosting seed and growth phase initiatives. The investment will enable up to 100 Estonian startups to access new equity investments. The companies in focus should have their core activities connected to Estonia.

The funds will be given to three or four fund managers. These will add an additional 20 million EUR from the market, making the whole investment 80 million EUR. One of the funds will be a co-investment fund of business angels to help business Angels invest in startups.

The initiative is being launched in order to improve the competitiveness of Estonian entrepreneurship, which, according to a survey conducted by Enterprise Estonia, is constrained due to insufficient access to equity investments and entrepreneurs' uneasiness at fundraising.

Kadri Kallas
Kadri Kallas
Specialist Counsel
SORAINEN Estonia

kadri.kallas@sorainen.com

LITHUANIA: NEW REQUIREMENT TO NOTARISE SHARE PURCHASE TRANSACTIONS MAY BE AVOIDED

The Lithuanian Parliament has passed amendments to the Civil Code expanding the list of transactions which must be certified by a notary public. As of 1 January 2015, agreements for sale and purchase of shares in private limited liability companies (UAB) must be certified by a notary public if:

  • 25% or more of total shares in the company are sold, or
  • the shares are sold at a price higher than EUR 14,500.

Even if these criteria are met, exemption from the requirement of notarial certification applies if personal securities accounts of shareholders are managed according to procedures laid down in legal acts regulating the securities market. Effectively, this should mean that if shares in a private limited liability company are registered with the Lithuanian Central Securities Depository and personal securities accounts of shareholders are kept by licensed account managers (commercial banks or securities brokerage firms), the requirement to certify a share sale-purchase agreement through a notary should not apply.


 

RECENT TRANSACTIONS

For other recent transactions please click here.


The regional heads of the SORAINEN Corporate and M&A Team are Algirdas Pekšys and Toomas Prangli.
Local heads of the SORAINEN Corporate and M&A Team are:

 
ESTONIA
Karin Madisson
Karin Madisson

send e-mail
 
Toomas Prangli
Toomas Prangli

send e-mail
Pärnu mnt 15
10141 Tallinn
phone +372 6 400 900
estonia@sorainen.com
 
 
LATVIA
Eva Berlaus
Eva Berlaus

send e-mail
Kr. Valdemāra iela 21
LV-1010 Riga
phone +371 67 365 000
latvia@sorainen.com
 
 
LITHUANIA
Algirdas Pekšys
Algirdas Pekšys

send e-mail
 
Laimonas Skibarka
Laimonas Skibarka

send e-mail
Jogailos 4
LT-01116 Vilnius
phone +370 52 685 040
lithuania@sorainen.com
 
 
BELARUS
Kiryl Apanasevich
Kiryl Apanasevich

send e-mail
 
Maksim Salahub
Maksim Salahub

send e-mail
ul Nemiga 40
220004 Minsk
phone +375 17 306 2102
belarus@sorainen.com

You have received this e-mail with the SORAINEN news because you are in the SORAINEN database.
You can modify your subscription preferences by clicking here or to unsubscribe from all SORAINEN news/seminar mailings in the future, please reply by clicking here.

Please note that SORAINEN legal updates are compiled for general information only, free of obligation and free of legal responsibility and liability. They do not cover all laws or reflect all changes in legislation, nor are the explanations provided exhaustive. Therefore, we recommend that you contact SORAINEN or your legal or tax adviser for further information. Electronic versions of SORAINEN legal updates and newsflashes are available on the SORAINEN website – www.sorainen.com.

© SORAINEN 2014
All rights reserved