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MERGERS & ACQUISITIONS

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MERGERS & ACQUISITIONS

We regularly provide expert advice to businesses on structuring and completing domestic and international mergers and acquisitions, leveraged buyouts, joint ventures and equity investments as well as on notifying such transactions to the relevant regulatory agencies for administrative clearance. Our M&A team devises deal structures, designs acquisition strategies and implements plans for both purchasers and potential acquisition targets at domestic and international level. We also provide advice on the formation and structure of joint ventures, ensuring the harmonious operation of businesses across multiple jurisdictions.

01.Highlights

 

  • We advised AIR LIQUIDE INTERNATIONAL with respect to the €54m sale of 98.78% of the shares of AIR LIQUIDE HELLAS and its 100% subsidiary company VITALAIRE HELLAS to AIRSOL. The shares sale process included the company’s representation during the legal due diligence procedure, the negotiation of the shares sale and purchase agreement and the drafting of all necessary pre- and post-closing documentation.
  • We advised VICTINI HOLDINGS with respect to sale  of  its  participation and  interests   in VICTINI LOGISTICS PARK, a company owning and managing a logistics  warehouse  in the area of  Aspropyrgos, Attica (warehouse currently leased out to KUEHNE + NAGEL)  to a Luxembourgish real estate fund  by means of supporting client  in  responding  to the requirements of the due diligence  performed  by  the buyer,  addressing  all pending legal matters  in view of the takeover and reviewing the client’s  agreements  with the buyer.
  • We advised TUI GROUP with respect to the sale of 100% of the share capital of a single asset company, owning the LENA MARY hotel resort in Ermioni, southern Greece. The acquisition process included drafting and negotiation of the shares sale and purchase agreement, populating the Virtual Data Room, preparing all relevant documentation and organizing their handover to the buyer for due diligence purposes as well as drafting of all necessary pre- and post-closing documentation.
  • We advised BULGARTRANSGAZ with respect to the acquisition of 20% of the share capital of GASTRADE, a leading company in the energy-gas sector in Greece. The acquisition process included reviewing the shareholders and the shares sale and purchase  agreements, as well as all necessary pre- and post-closing documentation. The deal is related to a much-publicized project of high geopolitical importance and national security interest, involving the LNG terminal of Alexandroupolis.
  • We advised BROOK LANE SPECIAL SITUATIONS FUND with respect to the €95,3m acquisition of 100% of the share capital of a company held by ALPHA BANK, owing a large real estate portfolio, comprising five prime income office real estate assets, leased out to prime tenants including Vodafone, Samsung and Porsche. The deal represents one of the largest deals in the Greek real estate market, both in terms of the assets comprising the portfolio and in terms of the acquisition price.
  • We advised EUROFINS FOOD TESTING LUX HOLDING with respect to the acquisition of the share capital of FOOD ALLERGENS LABORATORY and F.A. FOOD ALLERGENS LAB, two companies owning three independent laboratories, two of them located in central and southern Greece and one in Cyprus. The advisory process included conducting legal due diligence on the companies, including but not limited to corporate, employment, contract and litigation matters, and the companies’ assets, both in Greece and Cyprus.
  • We advised TUI TRAVEL on a €15m acquisition of land in Rhodes from HRADF, as part of a €300m development project.
  • We advised BROOK LANE SPECIAL SITUATIONS FUND with respect to the acquisition of SOSOROS REAL ESTATE, a company owning a premium office building in a prime location, in parallel with the acquisition from BAIN CAPITAL of a bond loan issued by the same company. The closing process included the acquisition of the shares of the company and the assignment of the company’s bond loan agreements FROM BAIN CAPITAL, in its capacity as bondholders.
  • We advised LIVEWISE on the development of a joint venture for the management and development of certain special purpose vehicles (SPVs) owning real estate assets in Greece. Both the client and its investors participate in the financing of the joint venture through equity in the form of shareholders loans.
  • We advised SECURE PROPERTY DEVELOPMENT & INVESTMENT (SPDI) with respect to the assignment of a €2,5m shareholders’ loan following the acquisition of 20% of the total equity in a Cypriot company from a Luxembourgish seller. The Cypriot target wholly owns a Bulgarian SPV, which is the owner of a prime office building in Sofia.
  • We advised KIRON INTERACTIVE, an industry-leading group on online gaming products, on a series of corporate and financing matters related to its participation in a Cypriot joint venture with Vermantia Plus. Besides the review of the extensive contractual documentation executed by and between the parties on the joint venture basis, including shareholders’ agreements, as well as software licensing, gaming content and other sales agreements, the matter involved a significant cross-border element with at least four jurisdictions being involved (Malta, Cyprus, United Kingdom and South Africa) and required elaborate handling in order to best secure the client’s interests without disturbing the partnership structure.
  • We advised SECURE PROPERTY DEVELOPMENT & INVESTMENT (SPDI), a Cypriot AIM-listed company, with respect to the acquisition of Credit Agricole Leasing Greece from Credit Agricole France. The seller organized an international tender through Deloitte, in which our client was short-listed along with two more prospective buyers.
  • We advised YALCO, a major distributor of household goods and hotel equipment in Greece listed on the Athens Stock Exchange, with respect to the €2m sale of its 100% Romanian subsidiary to a Cypriot purchaser, as part of its restructuring process.
  • We advised a US investor in a €3m investment related to the purchase and operation of a real estate in Greece comprising an olive oil factory. A significant part of the deal involves the due diligence on the real estate and the owners’ corporate assets, drafting of all the necessary memoranda of understanding and sale and purchase agreements, as well as the observance of a series of corporate formalities in order to effectuate the sale and purchase of the real estate.
  • We advised SWORD GROUP, an international consulting company, with respect to the €0,5m purchase of shares in PLEFSYS, a Greek IT company. The cross-border deal spanned multiple jurisdictions, including Greece, Cyprus and Belgium and required extensive drafting of the several share sale and purchase agreements and coordination between the various jurisdictions of the parties to ensure that all applicable regulations are duly observed.

 

  • We assisted and represented INTRAKAT before the competent authorities with respect to the formalities required for the acquisition of a package of shares from EUROKAT and advised on a €2,2m share capital increase in the Romanian company INTRACOMCONSTRUCT, as capitalization of financing of a project in Romania.

 

  • We advised SANTE INTERNATIONAL, a leading player in the medical equipment industry, on the acquisition of their main competitor DIAMEDIX from an international private equity fund and the subsequent merge of the two parties. We also advised the client on the financing of this acquisition.

 

  • We advised listed company INFORM LYKOS, the leading billing and printing services player in Romania, on the acquisition of the courier services company AK POST.We  advised  TGS ROMANIA ACCOUNTING & TAX SERVICES  and TGS ROMANIA ASSURANCE & ADVISORY BUSINESS SERVICES in a process of multiple mergers and acquisitions of other companies, made simultaneously. The project included also the division of a part of one client and the merger of the divided part with the other client.

 

  • We advised AIM-listed SECURE PROPERTY DEVELOPMENT & INVESTMENT (SPDI) with respect to their participation in a joint venture company owning several logistic assets in Romania. The €5m deal involved drafting of all necessary documentation, including memoranda of understanding and shareholders agreement between the client and their Romanian partner, as well as extensive negotiation of key shareholders’ rights clauses, such as convertibility options, rights of first refusal, call/put options, etc., in order to ensure that our client will comply both with the regulations of all jurisdictions involved (Greece, UK, Cyprus, Romania) and with their listing terms and conditions.

 

  • We advised INTRAPOWER with respect to the acquisition of the share capital of the Bulgarian company ELICA BULGARIA, a company owning several large wind farm projects in Bulgaria.
  • We advised UNITED MOLASSES GROUP, with respect to the acquisition of 75% of the shares in a Romanian subsidiary of a multinational company, by means of conducting legal due diligence on the target company, drafting the respective shares sale and purchase agreement and undertaking all relevant publication formalities.
  • We advised ROX RIMERO with respect to a €30m real estate sale through the sale of the total equity in a  Romanian company to Germany-seated ABRIS Capital Partners equity fund and a UAE investment fund.
  • We advised FRACASSO HELLAS, a road safety systems company, on the establishment of a joint venture company (JVC) in Croatia with Fracasso Croatia, by virtue of preparing a memorandum of understanding between the parties, drafting, reviewing and negotiating all shareholders’ agreements in place, as well as providing legal assistance on all matters related to the financing of the project and the proposed investment schemes into the JVC through share capital increases and shareholders’ loans.
  • We advise DIMITRIA REAL ESTATE  on their joint venture with DAFPRIO INVESTMENT  for the €7m  acquisition, design, construction and sale of eight buildings in the north part of Bucharest.
  • We advised AIM-listed SECURE PROPERTY DEVELOPMENT & INVESTMENT (SPDI) with respect to the corporate matters arising out of their shares sale and purchase and loan assignment agreement with a Luxembourgish seller for the total equity in a Cypriot company, owning a major real estate asset in Craiova, Romania.