Mergers & Acquisitions

References include acquisition or sale of companies, due diligence procedures of companies performed for Czech and foeign clients, including private investment groups.

 

  • Representation of AUTOCONT (member of ARICOMA Group, the largest IT services provider in the Czech Republic, wholly owned by KKCG) regarding the sale of the Czech, Slovak and Hungarian business units of CAD STUDIO, (the leading parner of the US technology giant Audodesk in the CEE region), to the buyer Arkance (member of the French – based Monnoyeur Group). Advice consisted of a complex representation of the client during the whole sale process, including drafting, negotiation and execution of the Share Purchase Agreement, Escrow Agreement and subsequent Transitional Services Agreement.
  • Complex legal advisory to a client for the acquisition of a majority share in a company operating one of the largest venues for concerts and cultural events in Czech Republic, including advice on an optimal manner of settlement of intragroup loans and arranging for an external financing for the acquisition.
  • Legal advice to a major domestic bank in an acquisition finance project provided to finance the expansion of a logistics area, preparation of a report on due diligence of real estate, including assessment of the validity and effectiveness of contractual documentation to ensure the right to build and lease real estate.
  • Legal advice to ČSOB in an acquisition finance project in excess of CZK 700 million provided to a major real estate group for a project to divest a portion of real estate. Preparation of a due diligence report on the newly established company and pledged real estate, including an assessment of lease terns.
  • We advised and represented the local bank in the preparation and due diligence process of the retail and corporate portfolio of a bank, including employees and IT systems, for the purpose of acquisition. We executed the due diligence report, prepared a summary of regulatory approvals needed for the acquisition, assessed legal options for the transaction (asset deal, contribution deal) and answered legal questions on issues connected to the acquisition.
  • Legal support to ČSOB in acquisition finance projects for clients of ČSOB, legal due-diligence of the target company, preparation of legal opinion concerning the agreement on transfer of shares and other selected documents, including preparation of opinion concerning existence of client´s company and its capacity to conclude loan and security documentation. In last 24 months we have advised the bank on 43 cases over CZK 2,5 billion.
  • Legal assistance to major investment company in acquiring a 100% stake in an insurance brokerage company, due diligence, SPA preparation.
  • Legal advice to ČSOB in a corporate acquisition finance project provided for the purchase of shares in a holding company with a subsidiary (one of the largest Czech companies engaged in the recycling of construction waste and supplier processing of natural aggregates).
  • Settlement of participation in a joint stock company, negotiation with  other shareholders, division of  joint-stock company by spin-off with  creation of a new company, preparation and implementation of the spin-off project, regulation of legal relations regarding the real estate (infrastructure access contracts).
  • Legal advice in acquisition financing provided for the purchase of a 100% stake in a company operating in the sector of earthworks and construction of agricultural and civil constructions, preparation of the due diligence report of the stake and other assets provided as security, opinion on the share purchase agreement, capacity opinions.
  • Preparation of transaction documentation for NEWTELELINE for the sale of business shares in a company engaged in lease of real estate, including securing the obligations of sellers and buyers (pledge agreements for real estate).
  • Complex legal advisory to the company regarding the transformation of the company via a downstream merger, including a legal opinion on conditions for entry of the merger into the commercial register in case of negative equity of the successor company.
  • Representing a client AUTOCONT in the acquisition of a company created by spin-off assessment of the spin-off project, preparation of SPA and related documentation.
  • Representation of the client – one of the shareholders of Forum Karlin – in the matter of drafting and negotating the Shareholders agreement amongst the shareholders following the acquisition of the company and advising on optimal setup of corporate governance in the company.
  • Legal representation to Direct pojišťovna, a.s. regarding negotiation and execution of contractual documentation for acquisition of 50% share of Direct pojišťovna, a.s. and legal advice in drafting and filing a request to Czech National Bank and Office for Protection of Competition for approval of acquisition of qualifying shareholding in the insurance company, drafting of a set of agreements for provision of a loan including related security documentation for the purpose of a short-term strengthening of the insurance company´s capital.
  • Legal advice in an acquisition finance project regarding purchase of 100 % shares in confectionery and deli producer, drafting a due diligence report regarding the share and other assets serving as collateral, including a review of validity of the share purchase agreement, drafting of the capacity opinions for parties entering into the loan and security documentation.
  • Legal advice to ČSOB regarding an acquisition finance project for the purchase of shares in companies in the healthcare sector, preparation of a due diligence report, including assessment of the contract on the transfer of business shares, capacity opinions.
  • Complex legal assistance to major investment company in respect of their CZK 3 billion acquisition of SPORTISIMO s.r.o., the largest retailer of quality apparel, equipment and accessories for sport & leisure activities. Due diligence, preparation of transaction documentation including SPA, settlement and new corporate governance of the company.
  • Legal advice to a major local bank in  project of acquisition finance provided for the purchase of shares in a company operating in the fields of metal production, locksmith work and production of steel structures, preparation of a due diligence report on pledged shares, including assessment of contracts for transfer of shares, capacity opinions.
  • Complex legal advisory to the company, "leader in the field of IT services" in corporate trasformation involving two companies from client´s group, in form of cross merger of a joint stock company with its subsidiary a limited liability company which ceaes to exist as a result of the merger. Advice in consequent change of legal form of the successor company from joint stock company to limited liability company.
  • Legal analysis of a company implanting automation technology projects regarding evaluation of risks from cross guarantee arising by action of the law for a successor company after a corporate spin-off together with legal analysis of impacts of a subsequent merger of the spin-off entity and a third party in view of risks stemming from the cross guarantee.
  • Provision of complex legal services to group of private investor, company engaged in manufacturing of hydraulic equipment, components and systems for aerospace, regarding a corporate transformation in form of a spin-off involving certain assets, mainly its real estate, by virtue of creation of a new entity with a legal form of limited liability company, including the advice to the client on the optimal structure for the transaction, communication with subsidy providers and representation of the client in discussions with a notary public.
  • Legal advisory to major local bank regarding an acquisition finance project involving purchase of shares in a company engaged in sales and service of machinery for cutting operation and 3D printers, legal due diligence of the target company and assets used as security and legal opinion on a share purchase agreement and shareholders agreement on disbursement of dividends.
  • Legal representation and advisory in the process of restructuring to the leader tickets sales and its subsidiaries in the Czech Republic and subsequent sale of the restructured holding structure to Ticketmaster. Restructuraling documentation, SPA, settlement, closing, relationships among shareholders.
  • Legal advisory to major local bank regarding the financing of acquisition of multifunctional real estate in Prague by Bank´s client. Due diligence of selected assets working as a financial guarantee, legal opinion on the Share Transfer Agreement securing share transfer to target company owning the multifunctional real estate including recommendation of possible STA alterations.
  • Legal advisory to a company engaged in the rental of real estate, apartments and services with a project of acquisition financing provided for a purchase of shares in company engaged in lease and rent of residential and non-residential estates and provision of other rental services which the client of CSOB intends to buy, including legal due diligence of the company and assets designated as collateral for CSOB receivables and a legal opinion to the share purchase agreement and other selected documents.
  • Complex legal assistance with preparation and implementation of a cross-border merger of a Czech joint-stock company focusing on uranium mining in Mongolia (investment company with variable capital - SICAV) and a Dutch limited liability company in the value of USD 200 million.
  • Legal advisory to a company offering comprehesive solutions on the field of telecominications, supply and installation of low woltage with regard to a merger with a real estate spin-off into a new company including a transfer of the license for production of electricity by a photovoltaic power plant and representation of the client before the Energy Regulatory Office.
  • Complex legal advisory in the matter of intragroup merger of a subsidiary and a sister company of the company, "leader in the field of IT services", in the value of more that CZK 1 billion. AUTOCONT became the universal legal successor of the aforesaid companies which terminated upon merger.
  • Legal advisory to major investment company in a real estate investment project in the value of CZK 1.3 billion, structure of the transaction, due diligence, drafting and negotiating of transaction documentation including loan, security documentation and shareholders agreement, assistance at closing, representation of the client in negotiations with public authorities, preparing of partial refinancing.
  • Complex legal assistance to a Czech joint-stock company focusing on uranium mining in Mongolia in acquisition of 100% stake in Canadian company Denison Mines Corp., due diligence, preparation of transaction documentation including new shareholders agreement, settlement. Transaction value was USD 47 million.
  • Complex legal assistance to the company, "leader in the field of IT services" in acquisition of company AG COM worth more than CZK 1 billion, supplier of low-voltage technology, by means of spin-off by absorption; preparation of transaction documentation, review of shareholders structure and preparation of option schemes in connection with the project of transformation, assistance at closing.
  • Complex legal advisory in case of an up-stream merger of the company, "leader in the field of IT services" and its subsidiary including related corporate changes in the subsidiary and registration into the Commercial register, preparation of new shareholder structure, new shareholder structure, assistance at closing.
  • Legal advisory regarding demerger project connected with founding a new company, provided to a company offering comprehensive solutions on the field of telecommunications, supply and installation of low voltage.
  • Legal advisory to group of private investors, company engaged in manufacturing of hydraulic equipment, components and systems for aerospace. Services included processing due diligence, negotiation of Share Purchase Agreement, and Shareholders Agreement together with advice in structuring the transaction, and negotiating the provision of acquisition financing and its repayment worth CZK 175 million.
  • Comprehensive legal advice in acquisition of the largest private investor in the Czech Republic and subsequent legal advisory in corporate matters.
  • Legal counselling for major local bank (department for Structured Finance) in a project to finance purchase of companies operating a photovoltaic power plant. Legal due diligence examining validity, effectiveness and enforceability of an association agreement and transfer of business shares, including assessment of risks and deficiencies and recommending changes to documentation.