Mergers & Acquisitions

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

 

  • Legal advisory to Odyssey 44 in connection with its joint project with the investment group RSBC on the change of structure of a transaction related to the acquisition of administrative real estate in Prague. In addition to drafting transaction documents, legal assistance included supporting the client in structuring the transaction and negotiating contractual terms. The value of transaction was amounting to tens millions of EUR.
  • Preparation of a project for SSFU property in respect of  strategic cooperation  between a solar panel manufacturer and an importer and distributor of solar panels in CEE countries.
  • Legal advisory services to ČSOB in the project of an acquisition loan granted for the purchase of 100% shares in a company operating in the sheet metal processing and rack supply business, drafting a due diligence report on the shares and other assets provided as collateral, including assessment of the validity and effectiveness of the share transfer agreements. Preparation of capacity opinions.
  • Comprehensive legal services to Aricoma in a major M&A transaction on the the Czech IT market in respect of the acquisition of SYSCOM SOFTWARE spol. s r.o. and ALOE spol. s r.o, which have been developing customised software and complex solutions, as well as other IT services for state administration and commercial use. Services included comprehensive representation of the client in the entire acquisition process, including legal due diligence, negotiation of the Share Purchase Agreement and subsequent transaction documentation, as well as settlement of the transaction and related legal services.
  • Complex legal advisory and representation of Czech Aeropspace Industries as sharehoder of JIHLAVAN a.s. in process of transformation – spin off of real-estate of JIHLAVAN a.s.
  • Legal assistance to and representation of the investment company Odyssey 44 in their provision of finance for the purpose of increasing an equity interest in the Packeta Group, which owns Zásilkovna s.r.o., the leading logistics and technological company. Structuring of the acquisition, negotiating and drafting the loan and security documentation, setting up corporate governance and shareholder‘ side agreements.
  • Representing Aricoma (the largest Czech IT services provider) and providing comprehensive legal advice in a major M&A transaction on the Czech IT market. The transaction involved the acquisition of a company and parts of its enterprise from SABRIS Group, an innovative IT company that is a long-standing certified SAP partner providing (among other activities) system integrator services. Comprehensive representation of the client in the entire M&A process, which took place in several stages, including due diligence and preparation and execution of transfer agreements, follow-up transaction documentation and settlement of the transaction.
  • Comprehensive legal advice to the client - production company on the creation of a corporate and financial scheme reflecting the investor´s entry into the client´s company. Modification of the articles of association and obtaining relevant consents and permits (change of trade licences, registration of trademarks, etc.), preparation of the shareholder´s agreement regulating the mutual business, ownership and financial relationships between co-investors, preparation of contractual documentation for the realisation of the intended business activities within the project.
  • Representing Aricoma (the largest Czech IT services provider) and providing comprehensive legal advice in the acquisition of Consulting 4U, s.r.o., a Czech supplier of software and IT outsourcing services.  Representation of the client in the entire M&A process, including due diligence, preparation and negotiation of the share transfer agreement and related transaction documentation, settlement of the transaction and related legal services.
  • Comprehensive legal advice to CS STEEL in the acquisition of a manufacturing company, preparation of transaction documentation, including processing of credit and security documentation for financing of the transaction, settlement assistance, post-closing due diligence and legal advice.
  • Continuous legal advisory to a boutique M&A company and its clients in the area of corporate and commercial relations including drafting and preparation of all documentation, due diligence and preparation of complete transaction documentation, including share purchase agreements, shareholder´s agreements and changes to the corporate structure.
  • Legal support to ČSOB in acquisition finance projects for clients of ČSOB in SME and Corporate Segment. Legal due-diligence of the target company, preparation of legal opinion concerning the ahre purchase agreements and other selected documents, including preparation of opinion concerning existence of client´s company and its capacity to conclude loan and security documentation. Since 2016 the advisory included  62 cases over CZK 3,831 billion.
  • Comprehensive representation of SCH-PORT in negotiating and closing transaction documentation related to the acquisition of Chrášt'any výrobní hala a.s. Legal advice on the entire M&A process, including setting up the transaction structure, negotiating the share transfer agreement and related transaction documentation, and securing the escrow of shares. Assistance in the settlement of the transaction. Advice also included negotiating the terms of the loan and security documentation relating to the loan granted to finance the transaction.
  • Comprehensive legal advice and representation of Odyssey 44 in the negotiation and closing of contractual documentation for the sale of 50% of the shares in a leading domestic non-life insurance company. The value of the deal was CZK 1billion. Preparation of transaction and security documentation, notification to the Czech National Bank, registration of trademark liens, DVP settlement with a securities dealer.
  • Comprehensive legal services to CS STEEL on the acquisition of a company owning an industrial complex in Nýřany and performing assembly, disassembly, repair and servicing of hydraulic, pneumatic and mechanical machines (including vulcanization presses), including legal services in due diligence and negotiation of transaction and financial documentation. Advisory included also legal advice on the client´s corporate restructuring, which included, drafting the conversion project and providing full legal advice in connection with the upstream merger of two limited liability companies.
  • Legal advice and representation of shareholders in the sale of a majority share in a company in the field of information systems development, integration of production management, quality and logistics systems. Structuring the transaction, review and negotiation of the termsheet, review and adjustments of the terms of the transaction documentation, terms of the shareholder´s agreement and setting up mechanism for option and pre-emption rights among the shareholders.
  • Legal advisory to ČSOB in acquisition financing provided in the amount of CZK 280 million for the purchase of 100% shares in companies owning hotels in spa Františkovy Lázně. Advisory included preparation of the due diligence report on the shares and other assets provided as security, including review and opinion on validity and effectiveness of the share purchase agreements and preparation of legal capacity opinions.
  • Legal advice and representation of the shareholders in the sale of their healthcare services company PeMedica, structuring of the transaction, preparation and drafting of a complete transaction documentation, post-closing advice and assistance.
  • Complex legal advice and representation regarding a sale of JIHLAVAN (or JIHLAVAN Real Estate) to an Italian investor – negotiations with the buyer, drafting of a term sheet, data room preparations, drafting and negotiations of essential SPA parameters.
  • Representing Odyssey 44 in the tender for the acquisition of a controlling shareholding interest in one of the leading Czech providers of logistics services for e-shops, including the legal due diligence process of the company and preparation of the SPA for the purchase of shares.
  • Comprehensive legal advice to Escatec Sweden on the transfer of shares in a limited liability company, change of the organisational structure of the client's group.
  • Representation of the client AUTOCONT (part of the Aricoma group, the largest Czech provider of IT services) and comprehensive legal advice in an important M&A transaction on the Czech IT market - in the acquisition process of KOMIX s.r.o., developer of custom software for major customers. Comprehensive representation in the entire M&A process, negotiation of the SPA and related transaction documentation, settlement of the transaction and related legal services.
  • Legal advice to the Swedish company Escatec Sweden AB on the Czech law aspects of the acquisition of the English company Alcaeus Holdings Limited (a leading European electronics manufacturer, a part of the Paragon Electronics Group) together with Czech companies, legal due diligence, revisions and comments on the SPA and ad hoc issues related to Czech law.
  • Advising to SPORTISIMO on exiting the Polish market in the manner of a controlled liquidation of local stores or the sale of selected stores to investors, including representation in negotiations with landlords of retail premises and coordination of legal advice with a partner Polish office.
  • 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 partner 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 local 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 terms.
  • Representation of 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. Execution of the due diligence report, preparation of a summary of regulatory approvals needed for the acquisition, assessment of legal options for the transaction (asset deal, contribution deal) and answers to legal questions on issues connected to the acquisition.
  • Legal assistance to major investment company in acquiring 100% shares in an insurance brokerage company, due diligence, preparation of share purchase agreement.
  • 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). Execution of the due diligence report of the shares, assessment of the share purchase agreement, legal capacity opinions.
  • Comprehensive legal services and representation of a company in the 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 to in acquisition financing provided for the purchase of 100% shares in a company operating in the sector of earthworks and construction of agricultural and civil constructions, preparation of the due diligence report of the share and other assets provided as security, assessment of the share purchase agreement, legal 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).
  • Comprehensive 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 of 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 negotiating 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 of a client in negotiation and execution of transaction 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 to ČSOB 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 an assessment of the share purchase agreement, drafting of the legal 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 operating in the healthcare sector, preparation of a due diligence report, including assessment of the share purchase agreement, legal 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. Execution of the due diligence report, preparation of transaction documentation including SPA, settlement and new corporate governance of the company.
  • Legal advice to a major local bank in the acquisition finance project 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 the 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 transformation involving two companies from the client´s group, in form of cross merger of a joint stock company with its subsidiary a limited liability company which ceases 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.