mergers & acquisitions news

Schoenherr advised Sun Valley, a Serbian company co-owned by Mr. Vaja Jhashi, an agri. entrepreneur with business operations in Moldova, Ukraine and Romania, and funds managed by Oaktree Capital Management (UK) LLP, a leader among global investment managers specialising in alternative investments, on the acquisition of 100 % of the share capital of Victoria Oil from the Victoria Group.

Schoenherr advised Beijer Ref AG ("Beijer Ref"), a world-leading wholesaler of cooling technology and air-conditioning, on the acquisition of a majority stake in Czech SINCLAIR Global group s.r.o., the leading Central European supplier of heating, ventilating and air-conditioning equipment with a focus on air conditioners and heat pumps, from private individuals Ivo Nešpor, Vladimír Pakosta, and Zdeněk Čížek.

Schoenherr advised UBS Europe SE on the sale of its onshore wealth management business in Austria to LGT Bank AG, a leading international private banking and asset management group. Signing of the agreement which is still subject to competition authority clearance, took place on 16 December 2020. UBS and LGT expect to complete the transaction in the third quarter of 2021.

Schoenherr advised the Auto Palace Group ("Auto Palace"), a Czech subsidiary of the AutoBinck Group and a leader in car dealerships in the Czech Republic, on the acquisition of two car dealerships in Prague and Karlovy Vary from CarPoint Karlovy Vary s.r.o. With this expansion Auto Palace acquires two more dealerships with an investment value of almost EUR 6 million, and will expand its offer with five new brands, namely Audi, Volkswagen, Volkswagen Commercial Vehicles, SEAT and Cupra.

Schoenherr advised MET Group on the acquisition of a 100 % stake in one of the biggest wind parks in Bulgaria from Enel Green Power S.p.A. The 42-megawatt wind park, operational since 2010, is situated in the Kavarna region near the Bulgarian Black Sea coast. Schoenherr acted as legal advisor on the buy-side. Merger clearance still needs to be obtained as closing is expected by the end of the year.

Schoenherr advised Celonis SE ("Celonis"), a global leader in process mining software, on the acquisition of Czech Integromat, s.r.o. and its subsidiaries, one of the most progressive providers of automation software. The acquisition allows Celonis to achieve full synergy in the provision of process mining services offering professional automation solutions.

Schoenherr successfully advised S IMMO AG on the acquisition of the "Zagrebtower" office complex from CA Immobilien Anlagen AG (CA Immo). The complex in Zagreb has a total rental space of approx. 26,000m² and was built in 2007.

Schoenherr advised KB SmartSolutions, s.r.o. ("KB Smart Solutions"), a subsidiary of Komerční banka, a.s. focusing on collaborating with innovative fintech companies and start-ups, on the strategic entry and acquisition of an almost 25 % share in Platební instituce Roger a.s., which connects investors with companies that suffer from long invoice maturities. 

Schoenherr, together with Advokatfirman Delphi, advised AddLife, a Swedish Medtech company listed on the Nasdaq Nordic Exchange, Stockholm, on the acquisition of all shares in the DACH Medical Group Holding AG. The transaction agreement was signed on 1 October 2020.

Schoenherr has closed United Group's EUR 1.2 bln acquisition of Vivacom (Bulgarian Telecommunications Company EAD), the largest telecoms operator in Bulgaria. Signed in November 2019, this was the largest deal in Bulgaria in 2019 both in terms of value and size of the assets.

Schoenherr Romania advised TeraPlast S.A. on the sale of its sandwich panel, metallic roof tile and accessories businesses to Kingspan Group plc. 

Schoenherr has won the Deal of the Year Award for Bulgaria, Croatia, Montenegro, and North Macedonia at this year's CEE Deal of the Year Awards organised by the regional legal industry journal CEE Legal Matters.

Update 10/04/2020

Der Nationalrat hat unter anderem im Zuge der COVID-19-Gesetzgebung mehrere gesellschaftsrechtliche Maßnahmen im Rahmen eines sog. gesellschaftsrechtlichen COVID-19-Gesetzes (COVID-19-GesG) beschlossen.

Schoenherr advised Neuraxpharm, a portfolio company of Apax partners, on the acquisition of Austrian consumer healthcare company Easypharm OTC GmbH. The deal was closed on 20 January 2020

Schoenherr advised Fintur Holdings B.V., wholly-owned by listed Swedish telephone company Telia Company AB, on the divestment of its 100 % holding of Moldcell S.A., to CG Cell Technologies DAC for USD 31.5 million. 

Schoenherr advised Kommunalkredit Austria AG as arranger and original lender, on the Czech and Slovak acquisition financing provided to Enery Development for the acquisition of six 21 MW solar power plants in the Czech Republic and two 4 MW solar power plants in the Slovak Republic, from Czech fund Green Horizon Renewables.

Once again, Schoenherr has advised on a billion-euro transaction in the CEE region: An international Schoenherr team assisted UNIQA on the acquisition of AXA subsidiaries in the Czech Republic, Poland and Slovakia for a purchase price of around EUR 1bln.

Am 15. Jänner fand der gemeinsame Neujahrsempfang von Schönherr Rechtsanwälte, GBI-Projektentwicklungs Ges.m.b.H. und Christie & Co statt. Im Zentrum des gemeinsamen Abends standen die Themen Hotelprojektentwicklung und Gebäudezertifizierung.

"Once upon a time" is a promising beginning for any story. Even for corporate ones. But statistics show that unhappy endings are all too common. In Romania, for every four new legal entities incorporated each year, one existing company is wound up.

Schoenherr has maintained its position as the top M&A legal advisor in the Austrian market for over a decade, leading the Austrian Mergermarket M&A league tables. 

On 4 December, Schoenherr received the "Austria M&A Legal Adviser of the Year" award from Mergermarket, a leading independent international M&A intelligence service. 

Schoenherr, together with law firm Duane Morris LLP, advised the European Investment Bank (EIB) on their EGFF-financing transaction with the Austrian start-up Bitmovin.

Schoenherr advised Horizon Capital, the management company of Emerging Europe Growth Fund II L.P. ("EEGF II"), on the fund's exit from Purcari Wineries Plc ("Purcari"). EEGF indirectly held a 22.7 % stake in Purcari.

Schoenherr Romania won two awards at the Business Lawyers' Gala held by the leading local financial journal Ziarul Financiar on 24 September in Bucharest.

Schoenherr Romania advised Greenbridge Partners on the acquisition of a 75 % stake in Rus Savitar and its retail arm Casa Rusu.

Schoenherr Slovenia advised Immofinanz AG on the purchase of a real estate portfolio consisting of five shopping centers ("QCenters") from Centrice Real Estate. 

Schoenherr Czech Republic and Poland acted as a collateral advisor to Apax Partners, the global private equity advisory firm managing Apax Funds ("Apax") on the acquisition of a majority stake in the ADCO Group, the global market leader in the mobile sanitary unit sector. 

Schoenherr Czech Republic advised Bausparkasse Schwäbisch Hall ("BSH") on the sale of its 45 % stake in the Czech building savings bank Českomoravská stavební spořitelna, a.s. ("ČMSS"), to the Czech division of the KBC Group Československá obchodní banka, a.s. ("ČSOB") for a purchase price of EUR 240 million. As a result of this transaction, ČSOB became the sole shareholder of ČMSS.

First published on profit.ro, 30.07.2019

Interese financiare disimulate, lanțuri de deținere complicate, cu zeci de persoane interpuse, întrebări de tipul „cine se ascunde în spatele companiei X?‟… toate acestea ar trebui să dispară, sau măcar să fie semnificativ reduse, în cel mult un an-un an și jumătate. Cel puțin, așa promit măsurile de transparentizare a structurii acționariatului aduse de Legea nr. 129/2019 pentru prevenirea și combaterea spălării banilor și finanțării terorismului, precum și pentru modificarea și completarea unor acte normative, recent intrată în vigoare.

Schoenherr has advised the shareholders of the Synergis Informationssysteme GmbH ("SynerGIS") on the sale of its GIS (geographic information systems) and FM (facility management) software development business to AED-SICAD GmbH ("AED-SICAD").

Schoenherr has advised the Swedish telecommunications group Tele2 AB ("Tele2") on the sale of its Croatian business to United Group, a leading telecoms and media provider in South East Europe, for an enterprise value of EUR 220m

Schoenherr has advised and represented an investment company controlled by San Gabriel Privatstiftung and the C-Quadrat management board member Cristobal Mendez de Vigo, on the re-acquisition of a controlling participation in Cubic (London) Limited ("Cubic"), and thus indirectly in C-Quadrat Investment AG ("C-Quadrat"), from HNA Group (International) Asset Management Co., Limited, Hong Kong ("HNA"). The Jebsen Group, an investment company based in Hong Kong, will hold a minority participation.

Schoenherr Czech Republic advised PORTIVA Private Equity a.s. ("PORTIVA") on the acquisition of a 50% share in EAG SE ("EAG"), which through its subsidiary CARVAGOCOM s.r.o. will operate an innovative platform to be used for buying, selling and renting of cars and other related services.

Schoenherr has advised South Korean investment fund KTB Investment & Securities and KTB Asset Management on the indirect acquisition of the T-Center, one of the largest and most famous office buildings in Vienna, from GENO Saturn Tower/T-Center Immobilienbeteiligungsholding GmbH & Co.OG and BEGO - ZWP GmbH.

Schoenherr has been recognised as "Austria's m&a law firm of the year" by the renowned legal publisher Chambers and Partners.

Schoenherr advised Private Equity Group Bain Capital on the sale, by a Bain Capital controlled company, of a 32 percent stake in the Wittur Group to an investment company of the Canadian Public Sector Pension Investment Board (PSP Investments).

Schoenherr has advised UniCredit Bank Austria AG and Erste Bank der oesterreichischen Sparkassen AG on the sale of their combined 68.75% stake in Österreichische Hotel- und Tourismusbank Gesellschaft m.b.H (ÖHT) (a specialist bank established in the tourism and leisure industry as a financing and development institution) to Oesterreichische Kontrollbank AG (OeKB). 

Schoenherr has advised Toyota Motor Europe ("TME"), on the acquisition of the Austrian National Marketing and Sales Company ("NMSC") Toyota Frey Austria GmbH (“TFA”).

Schoenherr is sharpening its focus on technology & digitalisation matters by establishing a dedicated, firm-wide technology & digitalisation group.

Schoenherr has advised Playtika Ltd. on the acquisition of Supertreat GmbH, the developer of the mobile game "Solitaire – Grand Harvest" ("Solitare – Goldene Ernte"). 

Schoenherr Slovenia has advised the French group of companies Groupe Salins ("Salins"), a pan-European salt producer and distributor, on the acquisition of the company Soltis d.o.o. ("Soltis"), a local distributor of salt products

Schoenherr has topped the Austrian Mergermarket M&A league tables and again maintained its position as the leading M&A legal advisor in its home market. 

Start-ups generally

A typical start-up is usually founded by three or four individuals as a limited liability company or a joint stock company focused on IT or online businesses. As the start-up grows, a number of investors (ten or more) come on board (venture capital funds and angel investors) by acquiring convertible loan instruments, newly issued or existing shares. The start-up company is focused on building up and investing in its team of specialists, which is often its main asset. This explains why employee share option plans are so common. Gradually, the client network expands and the brand is established. And then, a strategic company comes along with a lucrative offer to acquire the start-up.

Schoenherr Czech Republic advised Finnish company Caverion Emerging Markets Oy ("Caverion") on the disposal of its Czech subsidiary Caverion Česká Republika s.r.o. to KART spol. s r.o., a member of the ČEZ Group.

Schoenherr advised Mast-Jägermeister SE ("Jägermeister") on the acquisition of Rémy Cointreau's distribution subsidiaries in the Czech Republic (Rémy Cointreau Czech Republic s.r.o.) and Slovakia (REMY COINTREAU SLOVAKIA s. r. o.), from their French shareholders Rémy Cointreau S.A. and Rémy Cointreau Services SAS ("Rémy Cointreau"). The deal is subject to regulatory approvals.

Schoenherr has advised Wieland Ventures GmbH (Wieland) on the acquisition of a 22.1 % stake in UrbanGold GmbH (UrbanGold), an innovative start-up that developed a technology to recycle valuable metals from electrical and electronic waste. 

Schoenherr received the "Austria M&A Legal Adviser of the Year" award from Mergermarket, a leading independent international M&A intelligence service. It is the fourth time Schoenherr's performance has been recognised by Mergermarket following top rankings in 2014, 2015 and 2017.

Schoenherr has advised NASDAQ Stockholm listed AddLife AB (publ) ("AddLife"), on the acquisition of Austrian life sciences company Biomedica Medizinprodukte GmbH ("Biomedica"). 

Anna Turi and Dániel Gera, two of Schoenherr Hungary's most experienced legal experts, have been promoted to counsel. 

Schoenherr has advised German VR-Leasing AG ("VR-Leasing"), a leasing subsidiary of DZ Bank, and Austrian immigon portfolioabbau ag ("immigon"), the wind down company of the former Österreichische Volksbanken-Aktiengesellschaft, on the sale of VB-Leasing International to a consortium of partners consisting of APS, a leading CEE/SEE distressed debt investment advisor and manager, Nomura, the Asia-headquartered financial services group, and Balbec Capital, a global private investment firm.

Schoenherr has advised on the sale of a majority stake in United Group, the leading media and communication services provider across South East Europe, by KKR to funds advised by BC Partners. 

Schoenherr's real estate team in Warsaw advised VIG Fund, a real estate investment company of Vienna Insurance Group ("VIG") on the acquisition of the Atrium Tower office building in the central business district of the Polish capital. Built in 1997 as one of the first modern office projects, Atrium Tower is a highlight construction in Warsaw's business district. 

Schoenherr advised Norwegian mobile operator Telenor ASA ("Telenor") on the sale of its Central and Eastern European assets to the CEE private investment firm PPF Group for a consideration of EUR 2.8bln.

Schoenherr has advised the German fund manager Union Investment Real Estate ("Union Investment") on two property acquisitions in Graz this year. 

Schoenherr has advised NOVOMATIC AG ("NOVOMATIC"), one of the world's largest producers and operators of gaming technologies, on the sale of 76.81 % in I-NEW Unified Mobile Solutions AG ("I-NEW"), a local telecommunications software and hardware firm, to CYAN AG ("CYAN").

Schoenherr is harnessing its start-up and venture capital expertise by advising Dutch capital investment firm Endeit Capital in a EUR 50 million Series C financing round for Austrian tour booking platform TourRadar. 

Schoenherr has advised Starwood Capital Group ("Starwood") on the acquisition of a core shareholding in VSE listed CA Immobilien Anlagen AG ("CA Immo") from VSE listed Immofinanz AG ("Immofinanz"). 

Schoenherr was honoured by the regional legal industry journal CEE Legal Matters with the Austrian award during the inaugural edition of the Deal of the Year Awards Ceremony held on 6 June 2018 in Prague. 

Schoenherr has advised the UniCredit Group on establishing two exclusive strategic partnerships with Allianz and Generali for the distribution of insurance products for individuals and small-businesses in Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Romania, Serbia, Slovakia, and Slovenia announced on 5 June 2018 (see here)

Schoenherr has advised alongside Polish lead counsel Gessel on establishing a strategic partnership between Avia Prime and Czech investment firm Hartenberg Holding ("Hartenberg"). 

Schoenherr's financial services team in Prague advised EVO Payments International ("EVO") on the creation of a long-term strategic alliance with MONETA Money Bank ("MONETA") for payment acceptance services to the bank's retail customers.

Schoenherr has advised and represented the core shareholders of Cubic (London) Limited ("Cubic"), including San Gabriel Privatstiftung, and T.R. Privatstiftung, as indirect controlling stockholders in C-QUADRAT Investment AG ("C-QUADRAT"), on the sale of the majority shareholding in Cubic, and thus C-QUADRAT, to the HNA Group (International) Asset Management Co., Limited, Hong Kong ("HNA"). HNA is part of the HNA Group, a leading Chinese diversified industrial group. C-QUADRAT is an independent asset management company listed on the Vienna stock exchange.

Schoenherr has advised Adriaplin d.o.o. ("Adriaplin"), the Slovenian subsidiary of Eni S.p.A., on the acquisition of Mestni Plinovodi d.o.o. ("Mestni Plinovodi"), a local natural gas distribution network operator and gas supplier, from a consortium of sellers consisting of gas distributors Ireti and ACSM-AGAM from Italy and Istrabenz Plini from Slovenia.

Schoenherr advised British specialty chemicals company Synthomer plc ("Synthomer") on its acquisition of the BASF SE ("BASF") paper coating dispersions business in Austria for a purchase price of EUR 30m.

Schoenherr is announcing the promotion of Austria IP lawyer Michael Woller and Czech corporate/M&A expert Vladimír Čížek to contract partner. 

Romanian private m&a has constantly sought to align itself to the international standards of transaction documentation, with some distinctions in terms of scope and interpretations of traditional m&a concepts still to be considered. 

Due to their volume and value, transactions in listed companies regularly affect a variety of different stakeholders, from minority shareholders through to creditors, employees and the public interest. 

Schoenherr has advised Zürich listed Liechtensteinische Landesbank AG ("LLB") on the acquisition of Semper Constantia Privatbank AG ("Semper Constantia"), Vienna. 

For ten consecutive years, Schoenherr has topped the Austrian Mergermarket M&A league tables and maintained its position as the leading M&A legal advisor in its home market. 

Prior to their election to the supervisory board of an Austrian stock corporation or, in case of a two-tier governance system, societas europaea candidates have to disclose to the shareholders their qualifications, profession and other functions as well as all circumstances that may create the appearance of a conflict of interest. 

Schoenherr is advising BUWOG AG ("BUWOG") as target company in the voluntary public takeover bid of VONOVIA SE ("VONOVIA").

Schoenherr was named "Austrian M&A Legal Adviser of the Year" by the leading business intelligence provider Mergermarket at the European M&A Awards 2017 Gala. 

Schoenherr is leveraging its start-up and venture capital expertise by advising Dutch capital investment firm Endeit Capital as lead investor in a EUR 9m Series B financing round for Austrian tour booking platform TourRadar.

Schoenherr has successfully advised the association of Turkish freight forwarders ("UND") and Istanbul Lojistik ("IL") on an EU law infringement case against Hungary, which requires Turkish freight forwarding companies to obtain a transit permit for transporting goods across its territory.

Schoenherr has advised Accuron Technologies Limited ("Accuron Group"), owned by Temasek Holdings, Singapore, on the acquisition of mechatronic systemtechnik GmbH ("mechatronic systemtechnik") from Danube Equity, a Voest Alpine group company and Fidura, a German private equity fund. The closing of the transaction took place on 16 October 2017.

Schoenherr has advised French IT service provider Atos SE ("Atos") on the planned acquisition of Siemens Convergence Creators GmbH ("CVC"). The parties have agreed not to disclose the purchase price.

Schoenherr si Asociatii was honoured by Romania's leading financial journal Ziarul Financiar with three awards during the eight edition of the Business Lawyers' Gala organised by the newspaper on 27 September in Bucharest. 

Schoenherr advised BK Invest GmbH ("BK Invest") on the acquisition of atms Telefon- und Marketing Services GmbH ("atms"), which also includes sms.at mobile internet services GmbH ("sms.at"), from German company dtms GmbH. The parties have agreed not to disclose the financial terms of the transaction.

Schoenherr has advised Swiss listed Valora Group ("Valora") on all Austrian aspects of the acquisition of German-based food service company BackWerk from the Swedish financial investor EQT.

Schoenherr has advised Schweighofer Group on the sale of Schweighofer Fiber GmbH ("Schweighofer Fiber"), to private equity group TowerBrook Capital Partners L.P., London/New York ("TowerBrook Capital Partners").

Schoenherr has advised the Austrian company Greiner Packaging International GmbH ("Greiner") on the acquisition of all shares in TEKNİK PLASTİK GREİNER AMBALAJ SANAYİ VE TİCARET ANONİM ŞİRKETİ ("TEKNİK PLASTİK GREİNER AMBALAJ"), one of Turkey's leading packaging and labelling companies. 

Schoenherr advised US asset manager KPS Capital Partners, LP, New York, USA ("KPS") on the acquisition of DexKo Global's ("DexKo") production facilities in Austria and Poland, from private equity investment firm Sterling Group L.P.

Schoenherr advised Bulgarian Eagle airline, the ACMI (Aircraft, Crew, Maintenance and Insurance) carrier, recently founded by the Germania Group, on its expansion into Bulgaria. 

Schoenherr has advised PSA Peugeot Citroën SA ("Groupe PSA") on the acquisition of General Motors' ("GM") Opel Austrian subsidiary and Opel manufacturing site in Vienna.

Schoenherr has advised Swedish telecommunications group Tele2 on the sale of its subsidiary Tele2 Austria to mobile company Hutchison Drei Austria GmbH ("Drei") for an enterprise value of EUR 95m. The transaction is expected to occur following approval by the Austrian competition authority.

Schoenherr advised Kronberg International on the acquisition of Mall Varna EAD from Raiffeisen Bank International AG. Closing took place in Q2 2017 and the parties have agreed not to disclose the purchase price.

Schoenherr has advised real estate investment company Deka Immobilien on the acquisition of DC Tower 1 in Vienna, the tallest hotel and office building in Austria, from a UniCredit Bank Austria AG subsidiary.

Schoenherr has advised the Roche Group ("Roche") on the acquisition of all shares of mySugr GmbH ("mySugr"). 

Schoenherr advised IULIUS Group ("IULIUS"), the developer and operator of the IULIUS network of shopping malls, and property investor Atterbury Europe B.V. ("Atterbury Europe") on the establishment of a joint financial fund with equal participation shares for the operation of four malls, the mixed-use urban regeneration project Openville Timisoara, and the future development of similar projects in Romania.