Corporate/M&A

With a history traced back to the times when Romania embarked on the process of transitioning to the market economy, our Corporate/M&A practice has set reference points and has created precedents. Along the decades, we have been committed and took advantage of the opportunity to continue working at the forefront of innovation in this area.

The strength of our Corporate/M&A practice derives from our lawyers’ experience, which incorporates the entire portfolio of contributions made to and benefits derived from the top-end projects we assisted on; it was nurtured through times when institutional and legislative deficit and constant changes have challenged our skills and capabilities.

Our team draws upon the knowledge and skills acquired through all its past experiences to provide assistance based on Romanian law which is customized to each client’s operations, policies and objectives, industry particulars, as well as to the regional and national context. We are trained to design solutions which factor in, to the best extent possible, administrative, social and legislative developments with potential impact on investments.

With every first-to-market or landmark transaction we have been called to act on, in virtually all industries, this practice has received recognition as an elite legal advisory force, which has grown and matured to assist with the tailoring and implementation of a vast array of transactions, investment programs and business models.

The Corporate/M&A services span a broad spectrum:

• straightforward or multi-phased equity or asset-based transactions
• privatizations with strategic investors or through public offerings, as well as post privatization matters
• joint-ventures and other cooperation agreements
• private equity and financial investors projects
• corporate reorganization, mergers, spin-offs and distress situations
• IPOs and SPOs
• distress and special situations
• corporate establishment or restructuring
• corporate governance matters

With each engagement, we combine our high level of professionalism with a sound commercial focus that allows us to support the clients in understanding and balancing legal and contractual compliance with their business goals.

Blending academic accuracy and transactional best practice knowledge as well as full command of local market and industry specific contractual standards, we provide:

• in-depth understanding of industry particulars in general, as well as in the region of relevance for the client’s operations
• instrumental awareness of clients’ existing or contemplated operations, business model and policies
• the ability to process and integrate multi-disciplinary advice from across our practices, including tax, labor, environment, competition and state aid, IP, litigation, real estate, regulatory and others, into a hard-to-match, customized and practical support

Our continuous involvement in some of the most noteworthy projects rolled out in this market is evidence to the synergic approach and rich business law experience that place us in the premier league of legal advisors in Romania.

We are forward thinkers by nature; thus, our aim is to contribute to deals that respond to and fulfill our clients’ wants and needs, which will also result in a positive outcome for all parties involved. We partner with our clients since day one and are committed to understanding their objectives, their future plans and expectations whether we are involved in acquisitions or divestitures or in corporate governance or restructuring and reorganization projects.

Private Share Acquisitions

Examples of our work include assistance with:

• acquisition by one of the highest-scale Asian-Pacific corporation of a 98% shareholding in the highest-performing Romanian producer and distributor of fertilizers and seeds and its group subsidiaries, in a sequence of two transactions
• redemption and conversion into equity of 680 million USD corporate bonds issued by one of the largest crude oil processing companies in Romania to the Romanian State, the negotiation of the acquisition by the majority  shareholder thereof of such newly issued shares and the creation of a joint venture company dedicated to high scale debt and equity investments in the energy sector
• combined and coordinated acquisition of a significant shareholding in the premiere Romanian medical services provider from the founders thereof, as well as from the International Finance Corporation, the World Bank’s private investment arm
• acquisition of a 50% participation in one of the most significant port operators in Romania, as well as the entering into a related joint-venture agreement by a worldwide trader of cereals and supplier of high-quality raw materials to the food and feedstuffs industry
• acquisition by a US-based private equity fund specialized in building differentiated oil and gas businesses of a Romanian oil & gas company focused on the rehabilitation of mature oil fields and, further on, the exit therefrom
• acquisition of 10 Romanian companies by a global private equity investor in food and agribusiness, as part of a multi-jurisdictional transaction aiming to secure expansion in the CEE region
• acquisition (and sale) by a leading European distributor of medical devices and equipment of a part of its Romanian participations and the structuring of the joint venture with the Romanian partner
• acquisition by a prominent player on the Central European gaming market of one of the top gaming company in Romania and the arrangement of the related acquisition finance
• direct and indirect acquisition by one of Europe’s prime cinema groups of ownership and interest in three Romanian entities controlled by one of the largest European cinema operators
• acquisition by one of the largest international operating media European-based company of the majority stake in the first online recruitment service in Romania and South-Eastern Europe pursuant to one of the most important recent transactions in the internet field

Equity Divestitures

Examples of our work include assistance with:

• secondary public offering of 15% of the shares of the sole electricity transmission operator in Romania, owned by the Romanian state, in the first successful privatization in many years of an energy company, through the stock exchange
• initial public offering of the sole gas transmission operator in Romania
• sale by a Romanian entrepreneur of the majority stake in a Romanian company active on the worldwide market of nickel and chrome plated bars, tubes and hydraulic cylinders and in the structuring of the joint-venture relationship with the strategic investor (a global leading manufacturer for hydraulic lifting, loading and handling solutions), while retaining significant management and control powers
• divestiture of all Romanian operations by a world leader in building materials and a major player in the cement, aggregates and concrete businesses as part of a restructuring operation that reshaped the global building materials market and had as final goal the cross-border merger between two heavy-weights of the building materials industry
• divestiture by a leading online classifieds business in Europe with operations world-wide in the transfer of its general classified site in Romania to a South African multinational mass media corporation
• coordinated divestiture by one of the most experienced real estate investment and development companies in Romania in the sale of three if its local project companies towards a leading private equity, real estate investment and development, and venture capital investor
• Romanian market exit by one of the most prominent actors of the European out of home advertising industry pursuant to the transfer of its shareholdings in ten local companies
• sale of a private pensions fund by one of the largest global providers of insurance, annuities and employee benefit programs
• divestiture by an international port and logistics services provider of its shareholding in a Romanian intermodal terminal company
• divestiture by a Polish investor of its entire shareholding in a Romanian provider of security services

Business/Asset Transfers

Examples of our work include assistance with:

• acquisition of the ice-cream division of one of the world’s largest dairy multinationals by a global multinational consumer goods company
• acquisition by one of the leading pharmaceutical companies of the oncology portfolio owned and managed by one of its peers, the sale of its vaccines business to another major pharmaceutical company and the transfer of its over-the-counter/consumer healthcare businesses into a joint venture
• disposal of the Romanian gypsum boards assets by a world top-tier building materials corporation and a major player in cement, aggregates and concrete businesses as part of a global transaction having an aggregate worldwide estimated value of 1 billion EUR
• divestment of a part of the cellular networks business by a premiere global multinational telecommunication company towards a multinational data networking and telecommunications equipment company as part of a global transaction worth in aggregate approximately 1.2 billion USD
• documentation and negotiation of the divestiture of the entire passenger low cost air transportation business by Romania’s first private airline company

Joint Ventures / Contractual arrangements

Examples of our work include advice related to:

• the structuring and creation of a joint venture of the Romanian operations of a premier European meat processing company and a local processed meat producer,  pursuant to a complex corporate transaction aiming to secure long-term interests and opportunities for each party
• the world’s largest publicly traded international oil and gas company farming-in arrangement for the deep offshore portion of a Black Sea concession
• the establishment of a joint venture by one of Europe’s foremost suppliers of ingredients for the bakery, ice-cream and foodservice markets for the commencement of its production activity in Romania
• a leading German energy company in entering a joint venture arrangement for electricity generation together with other strategic investors and a Romanian electricity generator

Corporate Restructuring and Reorganization

Examples of our work include legal counseling in:

• the implementation of the legal unbundling of the natural gas activity by Romania’s major gas supply and distribution company pursuant to a spin-off operation of the natural gas activity and subsequent corporate, commercial and operational restructuring at company and group level, under a difficult EU and Romanian regulatory framework
• the design and implementation of the corporate restructuring process undertaken by one of the world’s automotive heavy-weight corporations under the privatization agreement concluded with the Romanian state for the acquisition of a Romanian car manufacturing plant
• the Romanian business restructuring  by an American multinational insurance corporation to secure compliance with Solvency II Directive
• the Romanian life insurance group restructuring by one of the largest global providers of insurance, annuities and employee benefit programs in view of preparing for the implementation of Solvency II Directive’s requirements
• the reorganization of the Romanian-based operations of a world leading supplier of technology, integrated project management and information solutions in the oil&gas industry
• the massive Romanian group restructuring by one of the top-tier regional real estate investment funds following the completion of the largest real estate acquisition in Romania that involved a number of special purpose vehicles

Corporate Governance

Examples of our work include legal assistance in connection with:

• assessment by a multilateral institutional investor of the corporate governance status of major Romanian banks
• enhancement by the Bucharest Stock Exchange of key corporate governance requirements for listed companies and disclosure practices, pursuant to a combination of regulatory and institutional changes aiming to increase investors’ trust in and liquidity and thus performance of the Romanian capital markets; revision of the Corporate Governance Code of the Bucharest Stock Exchange and training sessions in preparation for the implementation of the new regulations
• assessment and pursuit by the European majority debt and equity financier of a Romanian company of options available to contain abuse of minority shareholding rights, in the context of pre-existing shareholding arrangements and operational conditionalities affecting its investments
• overview of the entire corporate governance framework applicable to Romanian companies pursuant to the request of a major European institutional investor in Romania
• listing of a major Romanian oil and gas company on the Premium tier of the Bucharest Stock Exchange in connection with corporate governance compliance matters
• performance of a detailed and complex assessment for  a global investor and manager of  the largest investment fund traded on Bucharest Stock Exchange, in connection with the corporate governance rules and obligations to be generally observed by Romanian listed companies, the supplemental or derogatory statutory regulations applicable to this very specific company only, in the context of paramount changes in the fundamentals of the Romanian civil and commercial law; advice in connection with the mechanisms regulating the management of the company, the special committees thereof, investment protection and enhancement, etc
• for a variety of clients ranging from strategic investors to institutional investors, multilateral institutional investors and banks, multi-fold analysis and legal assistance on corporate governance rules and their implementation at the level of the Romanian operating companies, including:
  1. localization of clients’ corporate governance policies for the Romanian group thereof; harmonization of various corporate governance rules among the various Romanian companies of the client
  2. monitoring corporate governance compliance; amendment of the corporate governance rules to enhance efficiency thereof and increased protection for the investment
  3. tailoring project specific corporate governance rules to allow joint venture arrangements
  4. assistance and representation of clients for the purposes of in- and out-of-court enforcement of rights granted under various corporate governance rules