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Mergers and acquisitions
- D&B David si Baias has provided legal assistance to one of the largest logistics companies in Romania to acquire stake in another company in the field. D&B provided legal assistance in negotiating the sale-purchase agreement for signing, and during the implementation of the agreed mechanism, as well as legal assistance in the preparation and submission of the notification for concentration to the Competition Council in Romania.
- D&B David si Baias provided legal assistance to a Turkish investment fund at the disposal, together with a group of Turkish investors, of a package of 96% of the shares in a Romanian company (and indirectly its subsidiary) providing services for issuance and personalization of cards, transactions and transaction processing terminals, ATMs and POS, as well as switching and e-commerce services.
- D&B David si Baias advised the second largest Romanian cold cuts company during the negotiation and implementation of a strategic joint-venture with one of the most important European players in the industry, joint venture in which our client will holds the majority. Our services covered legal advice and assistance during the negotiation of the transaction documentation, including advice in respect of the structuring of the transaction (in cooperation with the tax department of PwC), performing a legal due diligence and assistance to both parties with the obtaining of the clearance of the joint-venture by the Romanian Competition Council (notification process still pending).
- D&B David şi Baias provided legal assistance to a Romanian major mobile telephony operator during the acquisition of a local retailer. Our legal assistance consisted of due diligence, drafting and reviewing transaction documentation, attending discussions and meetings with the client and the representatives of the client’s group of companies, providing legal assistance during negotiations, preparing and submiting to the Romanian Competition Council of a notice regarding the economic concentration and obtaining the approval of the Romanian Competition Council in this respect.
- D&B David şi Baias provided sell-side assistance during the sale of the dairy products business conducted by a Romanian company group to the world’s second largest dairy products company. The value of the transaction was assessed by the media to be EUR 70 – 90 million. The legal assistance consisted in drafting a sale-purchase agreement and other related documents, as well as assistance during negotiations.
- D&B David şi Baias provided buy-side legal due diligence for the largest supermarket chain in Bucharest during the acquisition of a local shops network. The value of the transaction was EUR 18.6 million. The legal assistance consisted in buy-side legal due diligence, drafting of related documents, as well as assistance during negotiations with the Romanian Competition Council.
- D&B David şi Baias assisted one of the largest real estate developers in the sale of an important commercial project located in the south-east of Bucharest to a German fund of real estate investments. The EUR 147 million transaction, as valued by the mass-media, makes it the highest value transaction with commercial spaces on the Romanian market.
- D&B David si Baias advised one of the most important real estate funds, a British fund active in the industrial spaces area during the acquisition of an industrial park. The transaction, with a value of more than EUR 70 million, was at that time the highest in value ever on the Romanian real estate market for an industrial space transaction.
- D&B David si Baias provided sell-side legal assistance during the sale of the largest Romanian sparkiling mineral water bottler to the world’s number 1 producer of soft drinks, the first acquisition by the world leader of a natural sparkling mineral water facility in Eastern Europe.
- D&B David şi Baias offered legal consultancy and assistance to the largest Romanian provider of public lightning solutions and its managers in a leveraged management buy-out (the first LMBO ever in Romania). D&B was involved in structuring the transaction, coordinating negotiations with the exit shareholders and the financier; drafting and negotiating the LMBO documentation and assisting the company and its managers in implementing the transaction. The value of the transaction was assessed by the mass-media to be EUR 30 – 35 million.
- D&B David si Baias assisted an important real estate developer at the disposal of the whole package of shares in the company owning Iris Shopping Center in Pitesti, by preparing the transaction documents and assisting in negotiations.
Restructuring projects
- D&B David si Baias (in cooperation with the tax specialists of PwC Romania) assisted the companies within the group of the largest supermarket chain in Bucharest during the merger process in which were involved six companies. The merger process aimed at consolidating the activity of the six companies and optimizing the management of the group companies’ activity.
- Assistance provided to the largest Romanian bank consisting of advising and coordinating the restructuring of its foreign operations in some jurisdictions of the European Union, including the United Kingdom (in cooperation with Landwell and PwC) – D&B David şi Baias advised on the establishment of the reorganisation plan regarding the participation of the bank’s three subsidiaries in France, Germany and the United Kingdom, and assistance in implementing that plan. The project resulted in the transformation of the bank’s foreign subsidiaries in Germany and France into branches of the bank’s subsidiary from United Kingdom. The project required the involvement of specialist teams from each country and had various implications under each jurisdiction (e.g. legal, regulatory, tax, accountant, etc) and before the relevant authorities of all the countries involved. The D&B role in this project consisted of providing both legal and regulatory expertise and coordinating the involved teams.
- Legal assistance with the merger of a group’s companies – D&B David si Baias (working together with the tax and financial specialists of PwC) provided assistance for the merger of five Romanian entities in a major group active in the manufacture of outer covers finalised in December 2008, with the purpose of optimising the management of the Romanian operations of the group.
- Legal assistance offered to an international bank in relation to the restructuring of its Romanian presence.
- Legal assistance provided to the largest developer of RAV software in Romania in relation to a string of restructuring processes, aimed at separating the company’s assets for the purposes of a specific transaction (e.g. merger, raising and decreasing the share capital).
- Legal assistance offered to a large Romanian cement producer in relation to a restructuring process (merger followed by a capital decrease).
- Legal assistance provided to a large IT components provider in Romania in relation to a complex spin-off process (partial spin-off resulting in the incorporation of five new entities).
- Assistance for the merger of the entities in a group – D&B David şi Baias (in cooperation with the tax and financial departments of PwC) provided full services for the merger of the entities of a Romanian group, an important company active at a national level in the construction materials market, the first manufacturer of extruded and expanded polystyrene, finalised in December 2008. The merger process aimed at simplifying the activity of the three companies and commercial transactions.
