Corporate, M&A and Capital Markets
“Outstanding strategic thinkers.”
( Legal 500, Corporate, Commercial, M&A, 2016)
We advise clients on a full range of corporate issues, from day-to-day legal issues to large M&A and capital raising transactions.
Our team has vast experience in the most complex M&A transactions. We have advised our clients in the acquisition and disposal of controlling stakes and minority shareholdings in companies operating in different sectors and fields of activity. Our previous experience also includes several complex hostile takeovers. When advising on an M&A project, we focus on determining the most suitable structure for the transaction from all the possible statutory and contractual instruments (merger, restructuring, increase and decrease of share capital, convertible bonds, contract bonds, legal structures, etc.). In the case of several shareholders, we ensure that the relationship between shareholders is appropriately regulated through tailor-made shareholders’ agreements.
In addition to M&A transactions, we have advised our clients in several initial public offerings (IPOs) and numerous private placements, takeover bids, as well as in listings and delistings on regulated markets. We act as day-to-day advisers to several public companies, and we assist them in complying with and guiding them through the extensive regulatory framework and stock exchange rules.
We have also worked on setting up several different types of investment funds and advised our clients in everyday management and corporate governance of investment funds, both public and private.
Last but not least, we take care of our clients’ everyday corporate matters, assist clients in drafting corporate documents, and in communications with the Commercial Register, the Central Register of Securities, and other public registers and authorities.
- Company Formation, Winding-up and Liquidation
- Disposals, Mergers, De-Mergers and Reorganizations
- Post-merger integration and restructuring
- Corporate Governance
- Shareholders´ Agreements
- Shareholders’ Disputes
- Management Buyouts (MBO)
- Leveraged Buyouts (LBO)
- Joint Ventures
- Due Diligence
- Directors’ Liabilities
- Legal audit (LDD)
- Transaction structuring
- Take-over bids
Our team’s experience includes:
- Advising Mimaki Engineering, a leading Japanese manufacturer of wide-format inkjet printers and cutting machines, on the acquisition of manufacturing and distribution of Ecosolvent ink “Eco Balance” and distribution business of digital printing PVC wallpaper “Decojet’s” from Lithuanian company UAB Veika.
- Representing the minority shareholder of SIA Santa Monica Networks (SMN) in a sale of SMN shares to Livonia Partners Fund I, as well as rendering legal assistance on further structuring of SMN shareholding.
- Advising Polaris Invest, an Estonian investment firm, in the acquisition of the majority stake in AS Starman, a major regional telecommunications firm with business in Estonia and Lithuania. The transaction, one of the largest in the Baltics this year, valued the company at EUR 208 million.
- Advising leading Baltic private equity house BaltCap on acquisition of 100% of Sanoma Baltics AS, the operator of Estonian online classified sites auto24 and Kuldne Börs from Sanoma Media Finland Oy.
- Advising Babahh Media OÜ, provider of video production, streaming and infrastructure services, in the sale of its shareholding to AS Ekspress Grupp.
- Advising Skeleton Technologies, a leading ultracapacitor manufacturer in Europe, on the capital raising transaction and related legal matters in regard of the reception of EUR 13 million in new investment led by FirstFloor Capital, a Malaysian venture capital investment firm specialising in funding high-growth technology companies.
- Assisted Estonian wood pellet producer Graanul Invest AS in acquiring of shares of Latgran SIA (recognised as the largest M&A deal in the Baltics in 2015). Value of the deal – EUR 104 million. Assistance included performing of legal due diligence, assistance throughout the share acquisition, representation of Graanul Invest in negotiations with shareholders of Latgran SIA and banks.
- Representing Olympic Entertainment Group, a casino operator listed on the NASDAQ OMX Tallinn Stock Exchange, in the sale of the newly opened Hilton Tallinn Park hotel to a company within the East Capital investment group for EUR 48 million.
- Advised DEPO DIY SIA, in development of a new shopping center, performed legal due diligence of the target company, rendered legal assistance to the client in acquisition of target company’s shares, represented client’s interests during money raising process in the form of a complicated credit transaction with DNB Banka.
- Advising Premia Foods AS,a leading Baltic and Nordic branded food company, which is in the main list of NASDAQ OMX Tallinn Stock Exchange, in the reorganisation of its capital structure, including a decrease of share capital, refinancing of the existing loan portfolio, and making amendments in the stock option plan for management and key employees.
- Acted for the farmers’ cooperative, LPKS LATRAPS, the largest farmers co-op in Latvia with 894 members, as one of the shareholders of Latvijas Piens SIA, a milk processing company 100% owned by Latvian farmers and uniting over 600 farms in Latvia, in a share buyback from another Latvijas Piens SIA shareholder, with takeover of its claim rights.
- Assisted private equity investment company SIA LR Capital in acquisition of shareholding in several companies, inter alia, DUBULTU POLIKLINIKA SIA (a company providing medical services), Saltums SIA and Rīgas 2.Saldētava SIA (companies offering a freezer warehouse long-term lease, with freezer space arranged across five floors and covering a total area of around 5,665 square meters).
- Advising Julianus Inkasso OÜ, one of the oldest and largest collection service providers, and its group companies in restructuring of operations, including takeover of a company from within the group and merger of several companies with the acquiring company through reorganisation.
- Advise to UAV FACTORY Ltd. (one of the world’s leading developers of unmanned composite airframes) on everyday basis, including in cross-border matters and various corporate and M&A matters.
- Comprehensive legal assistance to Energia verde SIA (company producing the combined biomass heat and power plant among the largest companies in its field) by attracting investors for the project – construction of the heat and power supply station and in various corporate matters.
- Conducted a due diligence of a start-up company Monetizator SIA (FinTech company, developer of an innovative mobile app for easier and faster money transfers) and represented a private equity company CCINV005 SIA on investment in the start-up company. Assisted with respect to projected restructuring within the group and advised on asset sale and leaseback transactions.
- Conducting an internal legal due diligence with respect to an innovative and fast growing manufacturer of organic skin care products. Since the company intends to list their shares in the Nasdaq First North growth market, the purpose of the report was to identify the possible risks and to summarize information necessary to include in the prospectus of the company, which has to be prepared in order to join Nasdaq First North.
- Consulting of various corporate issues of Uctam Baltics SIA (a subsidiary of UniCredit Group) on everyday basis.
- Performing full legal and tax due diligence on behalf of the potential investor in a company ain activities of which are waste reclamation, treatment and processing (oily waste withdrawal, etc.); conducting researches and experiments within the field of natural and technical sciences
- Acting for the sellers on the sale of 100% of shares in Viking Motors AS, an Estonian car dealership engaged in the sales and service of Opel, Saab, Corvette, Cadillac and Hummer vehicles, to OptiGroup Invest OÜ, a car dealership belonging to the Tallinna Kaubamaja AS group; as part of the deal, Tallinna Kaubamaja’s real estate company also acquired an immovable property at A. H. Tammsaare 51, Tallinn.
- Advising Ecomet Invest OÜ,the developer and operator of a used lead-acid battery recycling and lead production plant in Russia, and its majority shareholders in a complex transaction of engaging additional capital (both debt and equity financing), including drafting and negotiating a shareholders’ agreement.
- Advising Van Genechten Packaging, one of the main market players in European packaging business, in acquisition of 100% shares in one of the leading packaging production companies in Latvia AS Kvadra Pak. The share purchase deal was commenced in 2010 when Van Genechten Packaging acquired 50% of the Latvian company; in 2012 Van Genechten used its option right in acquiring the rest of shares. Currently we are advising the client on corporate management and commercial issues.
- Representing the majority shareholder of Karme AS, an Estonian producer of wine and beer, in the sale of 49% of the company’s shares to Estonia’s leading beverage producer, A. Le Coq AS (part of the NASDAQ OMX Helsinki listed Olvi Group) and with regard to the related shareholders’ agreement.
Representing the financial investors of the “Lotte Village” theme park, the Baltics’ largest theme park, in financing, corporate structuring and shareholder negotiations as well as in securing funding of EUR 3,2 million from the Republic of Estonia via Enterprise Estonia.
- Assisting its client in the merger transaction as the result whereof two companies were merged into SIA Auto halle (dealer of Seat, Suzuki Isuzu, Hyundai and Peugeot cars in Latvia that manages also the largest Seat, Suzuki and Isuzu brand full service centre in the Baltics by rendering car repair and warranty repair).
- Representing BaltCap Private Equity Fund in a unique financial restructuring transaction in respect of a pan-Baltic portfolio company.
- Acting for sellers on the sale of majority shares in SIA Blue Mountain Peat (currently Klasmann-Deilmann Latvia SIA, a company operating in peat business in Latvia) to the world’s leading peat manufacturer Klasmann-Deilmann GmbH. Apart from corporate and M&A aspects the deal also involved legal aspects related to ownership of infrastructure in peat bogs and privatization issues, as well as complex negotiations with local municipality on land lease agreements with peat extraction rights.
- Advising Selena Oil and Gas Holding AB in the acquisition transactions of several Russian oil & gas assets and in listing on NASDAQ OMX Stockholm First North through a reverse takeover. The estimated value of the deal was USD 80 million.
- Advising FCR Media, a portfolio company of BaltCap Private Equity Fund, on the acquisition of 100% of shares in Truvo Ireland Ltd. (Golden Pages Ltd.), a leading Irish yellow pages company.
- Assisting Havaalanlari Yer Hizmetleri (TAV group) in connection with increase of the share capital in North Hub Services SIA, which is a provider of ground handling services at Riga International Airport, Stockholm Arlanda Airport (ARN) and Helsinki Vantaa International Airport. The value of the deal was appr. EUR 1 million.