Corporate, M&A and Capital Markets
“Outstanding strategic thinkers.”
( The Legal 500, Corporate, Commercial, M&A, 2016)
We assist our clients in every stage and area of their business – from founding to selling, from corporate governance matters to shareholder disputes. Knowing our clients’ business and industry thoroughly allows us to offer advice tailored to their best interests.
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:
- Our attorneys have years of experience in the area of corporate law in advising and assisting a number of multinational corporations, including Michelin, Avon, NCH, HAVI, Essilor, and Sika. Our clients also include many leading Estonian companies, such as Arco Vara, Krediidipank, Nortal.
- 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.
- 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.
- Advising issuers and shareholders in connection with the de-listing of shares of Eesti Telekom, Norma, Järvevana, Luterma, and Rakvere Lihakombinaat.
- 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 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.
- 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.
- Providing Aoshpere with Estonian law advice for their netalytics service.
- 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
- 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.
- 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.