SORAINEN advised PZU, the largest Polish life and non-life insurer, on closing the sale of 99.88% shares in PZU Lietuva to Gjensidige Forskiring, a leading Nordic general insurance company, for approx EUR 66 million. The acquisition price was adjusted on closing from the previously announced EUR 54 million due to a corresponding increase in net asset value in PZU Lietuva.
The transaction was carried out following commitments given to the Lithuanian Competition Council by PZU to sell part of its business in Lithuania after acquiring Lietuvos draudimas from RSA Insurance Group. The transaction involved executing complicated conditions precedent such as separating PZU operations in Latvia and Estonia from those in Lithuania, obtaining approval from the Bank of Lithuania for, and implementing, repayment of a subordinated loan, obtaining regulatory clearances for the transaction in Lithuania and Norway, performing regulatory compliance checks in Latvia and Estonia, and the like.
As SORAINEN partner Sergej Butov notes, “The successful closing of this highly specific and complex transaction in a regulated sector shows the potential and ability of our fully-integrated team across the Baltics to add considerable value in assuring fluent flow of closing processes in all three Baltic States and helping our client to succeed”.
SORAINEN ensured full legal support during the process including preparing documents for obtaining the required regulatory approvals for repayment of the subordinated loan, implementing separation of PZU Group operations in Latvia and Estonia, obtaining approvals for the transaction from competition and financial regulators in Lithuania, Latvia, Estonia and Norway as well as assistance in drafting transaction documents and support on other transactional issues related to all three countries.
The Pan-Baltic SORAINEN team was led by partners Sergej Butov and Tomas Kontautas with senior associates Agnė Sovaitė, Piret Lappert and Santa Rubīna, associates Evaldas Dūdonis, Lina Ragainytė and others.
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