Corporate and M&A

We pride ourselves with our exquisite mergers and acquisitions pedigree. Even before PeliFilip existed as a firm, our leading lawyers had major roles in the majority of the top mergers and acquisitions of the past ten years. Our mergers and acquisitions team is widely recognized as one of the strongest on the market and has a size (approximately 20 lawyers) that allows us to undertake even the most demanding of transactions.

One of our strengths in mergers and acquisitions is the ability to ensure, at all times the direct personal attention of lawyers having expertise and sophistication with respect to the issues. This is possible due to our ability to put together teams in which the proportion of experienced lawyers is significantly higher than the market average. Moreover, our wide sectorial experience and our strength in other practice area help us ensure that, on any project, we are able to align a team of leading specialists, thus allowing us to have a deeper understanding of the business, strategic and macroeconomic goals of our clients and to be more effective in dealing with specific issues.

We regularly advise leading corporates and private equity funds on private and public mergers and acquisitions, both on the buyer and on the seller side. Our experience also includes the largest and most prestigious privatizations undertaken in Romania to date.

In addition to our mergers and acquisitions work, some of the top corporations in Romania, whether Romanian-owned or foreign, regularly use our lawyers whenever they need specialist advice on any complex corporate matters. Our corporate practice has extensive experience advising on group restructurings at a national and international level, mergers, spin-offs, creating and implementing management structures, employee compensation schemes, financial assistance, corporate governance matters, compliance by public companies with listing rules, disclosure obligations and special approvals, structuring of different classes of shares as well as specialist advice on other complex matters.

KEY TRANSACTIONS 2008-2011

Advising CVC Capital Partners on matters of Romanian law in relation to their leveraged acquisition of the operations of the brewer InBev in seven CEE countries, a transaction with an enterprise value of approximately US $ 2.2 billion and additional rights to a future payment estimated to be as much as US $ 800 million; this is not only one of the largest private equity transactions ever in Central and Eastern Europe but the largest buyout in Europe in 2009;
Advising one of the largest US financial groups in connection with a joint venture over the Romanian operations (banking and consumer finance sectors) between two non-EU financial groups, thus forming one of the largest integrated financial groups in Romania;
Advising Vodafone Romania in acquiring dealership services networks and in structuring and implementing the reorganization on long term and exclusive basis of its partnership and dealership networks;
Advising a leading European renewable power company in relation to the acquisition of a Romanian company developing a wind farm with a capacity exceeding 200 MW;
Advising leading US confectionery groups in relation to its bid for the potential acquisition of Cadbury Romania S.A. a leading player on the Romanian confectionery market;
Advising leading regional banking group in relation to the potential friendly takeover and subsequent merger of a leading Romanian bank, publicly listed, and potential merger of the target with other banking operations existing in Romania;
Advising a leading European renewable power company in relation to the intended acquisition of the majority stake in a company developing a co-generation facility in Romania and on the related joint venture and other contractual arrangements;
Advising Imtech, the large engineering group, acting through its Dutch holding, in the acquisition of Arconi, a Romanian construction Technical services provider. The transaction was assessed by the market as the most important investment in the construction market in Romania in 2009;
Advising Tiriac Holdings in relation to its acquisition of a minority package in Unicredit Romania Bank S.A. as part of a group restructuring; the transaction also involved complex financing arrangements;
Advising one of the world’s leading producers of cement and aggregates in relation to the divestiture of its engineering division in Romania;
Advising one of the potential investors (a leading international energy company) in relation to the project for the development of units 3 & 4 of the Cernavoda nuclear power plant. The project is the largest energy development in Romania, its estimated value exceeding EUR 4 billion;
Advising the shareholders of a major player in the Romanian home and DIY retail sector in the sale of a 50% participation to a major private equity fund and in the setting up a joint venture for the development of the respective business, involving specific private equity control and exit mechanics, participation plans and management agreements correlated with the group’s development plan and
Advising owner of the leading player in the Romanian packaging industry on his intended staggered disposal of the majority package to leading Israeli packaging company.