Mergers and Acquisitions (M&A)
“Typical deal makers – trying to find the best solution which protects the client
and at the same time implement solutions which are transaction-driven.”
(Chambers Europe, 2018)
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.
- Disposals, Mergers, De-Mergers and Reorganizations
- Post-merger integration and restructuring and spin-offs
- Management Buyouts (MBO)
- Leveraged Buyouts (LBO)
- Joint VenturesStrategic alliances
- Initial Public Offerings (IPOs)
- Transaction structuring
- Take-over bids
- Private equity
- Foreign direct investment
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 CA IB (Unicredit), Deutsche Bank, SEB Enskilda, Swedbank, LHV, Starman, Pro Kapital, and other managers and issuers in connection with IPOs.
- Advising Pro Kapital, Nortal, and various other corporates and Estonian municipalities on issuance of bonds.
- 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.
- 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.
- 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.
- Advising Merko and City Service on corporate restructuring and listing of their shares.
- 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.
- Performing full legal and tax due diligence on behalf of the potential investor in a company in 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.
- Advising issuers and shareholders in connection with the de-listing of shares of Eesti Telekom, Norma, Järvevana, Luterma, and Rakvere Lihakombinaat.
- 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 Barclays Capital, BNP Paribas, Calyon, Deutsche Bank, Natixis, and various other financial institutions in connection with derivatives.
- Issuing a netting and collateral opinion to FIA Europe.
- 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.
- 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).
- 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.