Mergers & Acquisitions

Practice Highlights. A selection of our deal highlights includes advising:

• Rhône Capital, a multi-billion private equity fund, in the USD 400 million acquisition of the drilling businesses and associated assets of Schlumberger.
• Brookfield Business Partners L.P., the flagship listed business services and industrials company of Brookfield Asset Management Inc., in connection with the USD 13.2 billion acquisition of 100% of Johnson Controls’ Power Solutions (JCPS) business.
• Damen Shipyards Group, in connection with the EUR 500 million transaction regarding the acquisition from Daewoo Shipbuilding & Marine Engineering of the Mangalia shipyard, and subsequent joint venture with the Romanian State.
• Dr. Max / Penta Investments, in their acquisition of A&D Pharma, the biggest deal on the Romanian pharmaceutical market in 2017/2018, with a value of more than EUR 300 million.
• Spectrum Brands, a USD 5 billion consumer products company, in connection with the USD 2 billion sale of its global battery and portable lightning business to Energizer Holding Inc., one of the world’s largest manufacturers of primary batteries and portable lighting products.
• Google, on the Romanian law matters of its USD 2.1 billion acquisition of Fitbit, one of the leading producers of smart health and fitness wearable devices.
• CRH Ireland, a leading international player active in the construction products manufacturing sector, in connection with the acquisition of all assets and companies of Lafarge România (the largest Romanian corporation in the construction sector). The acquisition, most probably the biggest deal in the field of constructions, took place in the context of the merger between Holcim and Lafarge, with a total value of EUR 6.5 billion.
• Enel S.p.A., in connection with the EUR 820,000,000 successful acquisition of Electrica Muntenia Sud S.A., the largest electricity distribution company in Romania, including undertaking an extensive legal due diligence process and the preparation of the position papers, binding offer and final binding offer.
• Astra Rail Industries, owned by a strategic German investor, in connection with the acquisition of three Romanian companies – Astra Vagoane Arad, MEVA S.A. and Romvag Caracal (the largest railway wagon producers in Romania), with a total transaction value of approximately EUR 150,000,000.
• A&S International, in relation to the sale of the business of the Pasteur Institute (the first producer of veterinary immunological preparations in Romania) to a leading Asian investor (with a transaction value in excess of EUR 100 million).
• Banca Transilvania, in connection with the EUR 100,000,000 sale of the majority stake held in BT Asigurări to Groupama (France).
• Sider Sipe S.A., in connection with the EUR 120,000,000 sale of the majority stake in Ductil Steel S.A. to a leading European investor.
• Enel Distribuzione S.p.A., on the EUR 112,000,000 successful privatisation of two subsidiaries of Electrica S.A. – Electrica Banat S.A. and Electrica Dobrogea S.A.
• Arcelor Mittal (former Mittal Steel), on the acquisition of Mittal Steel Galati S.A. (former Sidex S.A.), one of the largest Romanian steel producers, further to a USD 500,000,000 transaction.
• Arcelor Mittal (former Mittal Steel), in connection with the acquisition of Siderurgica Hunedoara S.A., Petrotub S.A. and Tepro S.A. from the Romanian Authority for Privatisation (AVAS).
• The consortium consisting of UBS Limited (U.K.), Swiss Capital, and BT Securities (a leading local brokerage firm), which has been retained by the Romanian Government through the Ministry of Telecommunication, to oversee the sale of Telekom Romania Telecommunication (one of the top three telecom operators in Romania). Our legal team assistance extends throughout the sale process, including a due diligence exercise on the target, drafting the sale strategy and performing all other actions necessary to carry out the sale process.
• The syndicate comprising Citigroup, Raiffeisen Capital & Investment, and BRD – Société Générale, together with the Ministry of Economy, and Electrica (a leading State-owned electricity company), in Electrica’s EUR 440 million IPO, its admission to trading on the Bucharest Stock Exchange, and the issue of GDRs. The transaction was deemed by the Romanian business media as the largest capital market transaction ever conducted in Romania.
• The Ministry of Economy, in connection with the secondary public offering on the Bucharest Stock Exchange for the sale, by the Romanian State, of 15% of the shares held in Transgaz (the National Gas Transmission and Grid Operator), as well as the sale of 15% of the shares held in Transelectrica (the National Electricity Transport and System Operator) with a total transaction value in excess of EUR 109 million (the largest capital markets transactions at the time).
• The Ministry of Economy, in connection with the public offering for the sale of 10% of the share capital in Nuclearelectrica (the national nuclear power producer) on the Bucharest Stock Exchange, for a transaction in excess of EUR 70 million (the largest capital market transaction at the time).
• KBC Group, in connection with the EUR 75,000,000 successful acquisition of Romstal Leasing IFN S.A., a leading Romanian independent leasing company, and of Swiss Capital S.A., the largest securities brokerage and asset management company.
• PPF Partners, a major pan-European investment fund, in connection with the acquisition of Continental S.A. and several other private companies in Romania, amounting to over EUR 200,000,000.

Other representative mandates of our M&A and Privatizations practice includes advising:

• Moons’, a worldwide leading manufacturer of motion products, in connection with the acquisition of Technosoft Motion (the company pioneered the intelligent controller and drive in a single unit, as a cost-effective solution in many motion control applications, in over 75 countries).
• SIF Transilvania (one of the top investments funds in Romania), in the implementation of a share swap and redemption public offering aimed at exchanging shares held by SIF Transilvania in a listed company in its portfolio, against shares issued by SIF Transilvania.
• Omya, a leading global producer of industrial minerals, in connection with the EUR multimilllion acquisition of the entire stake of Stera Chemicals S.R.L., one of the main players on the Romanian market, acting in the field of raw materials import and distribution for chemical and food industry.
• Emerson Electric, a global leader in technology and engineering, in a carve-out sale of its Leroy Somer (based in France) and Control Techniques (based in UK) businesses to Nidec Corporation.
• Midia Resources S.R.L., branch of Sterling Resources Ltd., regarding the transfer of 40% from EX-27 Muridava perimeter from the Black Sea continental plate to Petroceltic Romania B.V, branch of Petroceltic Resources Plc. (Irish company listed at the London and Dublin stock exchange).
• Abbott Laboratories (U.S.), a leading global healthcare company, in connection with the assets transfer and restructuring the group’s business worldwide (including Romania), namely the separation and transfer to Mylan Inc. (U.S. pharmaceuticals company) of the Products Division business.
• Sterling Resources Ltd., a worldwide energy company engaged in the exploration, development and production of crude oil and natural gas in selected areas of the world, on the successful transfer of its 65% participating interest in the deep water area of Block 15 Midia in the Romanian Black Sea to ExxonMobil Exploration and Production Romania Limited and OMV Petrom.
• The Government of Romania, as part of a consortium also comprising Deloitte Central Europe and Systra, in connection with the attempted privatisation of the National Freight Railway Company “CFR Marfă” S.A., which holds 60.8% of the total transported goods in Romania.
• Pepsi Americas International, the world’s second-largest soft-drinks manufacturer, seller and distributor, in connection with the USD 98,000,000 acquisition of Quadrant-Amroq Bottling Co. Limited (QABCL), a Romanian bottling plant selling and distributing PepsiCo products throughout the country.
• Africa Israel Investment / AFI Europe, in connection with the EUR 78,000,000 successful acquisition (buy-out) of the remaining 50% share quota held by New Century Holding in Cotroceni Park, the company developing AFI Palace Cotroceni, consisting of a shopping mall and five stand-alone office buildings, the value of the investment exceeding EUR 300,000,000.
• Bank Leumi, in connection with the USD 41,700,000 acquisition of Eurom Bank S.A. We advised on the sale-purchase agreement, real estate, competition issues, as well as on capital markets issues in connection with delisting the target’s shares from the Bucharest Stock Exchange.
• Invitel, in connection with the USD 30,000,000 acquisition of Euroweb Romania S.A. and Euroweb Hungary Rt., two Internet and Telecom-related operating subsidiaries of Euroweb’s International Corp.
• The Romanian Government, in connection with the USD 52,000,000 acquisition of Banca Agricolă S.A., by Raiffeisen Bank (Austria), the first successfully completed privatisation project of a top Romanian bank.
• The Romanian Government, in connection with the acquisition of Alro S.A., the leading national aluminum producer.
• General Electric Capital and Banca Portugues de Investimento, in connection with the USD 88,000,000 successful acquisition of a 45% equity stake in Banc Post S.A., the second privatization of a bank in Romania.
• Sterling Resources (a worldwide corporation engaged in exploration & production of crude oil and natural gas), in connection with the sale of its entire Romanian oil business to Carlyle International Energy Partners, an affiliate of The Carlyle Group (NASDAQ: CG).
• Nokia Corporation, on the post-merger integration in Romania of the former Nokia and former Alcatel-Lucent businesses, by providing corporate integration work in connection with the consolidation of the existing entities in Romania, following the acquisition, through public exchange offers, by Nokia Company of more than 90% of Alcatel-Lucent’s share capital, to be followed by a squeeze-out.
• Premier Capital Plc., regarding the acquisition of operations of McDonald’s Romania, the transaction including 67 McDonald’s restaurants, 19 McDonald’s coffee shops and McDonald’s local franchise. Mușat & Asociații was involved in all phases of the process of acquisition, including in performing an extended due diligence report, the direct participation to negotiations between Premier Capital Plc. and McDonald’s, as well as the negotiations with BRD-Groupe Société Générale, which funded part of the acquisition price.
• Dell Inc., a multinational computer technology company, in connection with a carve-out sale of its Dell Services business (former Perot Systems) and its transfer (as a business) to NTT Data. We provided legal advice from a corporate and regulatory perspective at all stages prior to the business transfer, in order to fulfil all the conditions required for the takeover by NTT Data.
• Enel Investment Holding, regarding the prospective sales of its participations in its Romanian subsidiaries Enel Distributie Muntenia, Enel Distributie Banat, Enel Distributie Dobrogea, Enel Energie and Enel Energie Muntenia.
• Electrica S.A. (a leading State-owned utility supplier), as part of a consortium also comprising KPMG and Raiffeisen Centrobank Vienna, throughout the stages of preparing and conducting the privatisation process of Electrica Furnizare, the electricity supply subsidiary of Electrica.
• Enel, on the acquisition of several energy companies owned by the Romanian State, among which an 800 MW hard coal facility located in Brăila, involving potential investments in excess of EUR 1,000,000,000.
• A major Spanish photo voltaic developer and provider of solar panels, on the acquisition of two solar power plants owned by a local businessman, with an installed capacity of 130 MW, the total value of the project exceeding EUR 200,000,000.
• Platinum Equity LLC, a top US private equity group, with regard to three separate confidential multimillion transactions involving three plants owned by its local affiliate AEES Power Systems S.R.L. in Romania, factories producing spare parts for Volkswagen, Audi and DAF.
• GlaxoSmithKline, in connection with the spin-off of its pharmacy chain and the set up of Ideapharm S.A., its Romanian subsidiary. We also handled the sale of shares in its Romanian subsidiary to A&D Pharma, the largest pharmacy chain in Romania.
• Amazon Inc., the largest American electronic commerce and cloud computing company, on the set-up of various working plants, as part of the regional expansion process for the hosting of several engineering teams that are working on the operating systems, the virtualization and networking technologies of Amazon.
• Abbvie Inc., an American publicly traded biopharmaceutical company founded as a spin-off of Abbott Laboratories, on both entity selection (options available, corporate governance rules etc.), business model adaptation to Romanian legislation, tax matters, and actual formation and company set up support.
• Innovation Norway, a state-owned company and a national development bank formed in 2004 through the merger of four governmental organizations, acting as programme operator for the green industry innovation programmes in Bulgaria, Poland and Romania and the global fund for decent work and tripartite dialogue that funds projects in 12 countries, on set-up of a local representative office in Romania to be in charge with the EEA Grants.
• DFC Global Corp., one of the largest providers of accessible consumer financial services in the world, in connection with a multinational restructuring process at European level.
• Global Market Solutions SAS, a European provider of financial software, regarding the acquisition of the minority stake in its Romanian subsidiary and, subsequently, the sale of its entire participation.
• Messer Medical Home Care Holding, an industrial gases manufacturer, in connection with the transfer of the activities pertaining to home care services from Messer Romania Gaz S.R.L. to a new Romanian entity within the same group.
• Baxalta Incorporated, a US pharma company, in connection with the division of BioScience and Medical Products services of Baxter International Inc. Mușat & Asociații offered legal assistance during the entire division process, regarding all Romanian legal aspects of the deal.
• Monsanto, a major agricultural company, in connection with an intra-group restructuring project, involving, among others, the indirect transfer of interests in the Romanian subsidiary, and also in connection with the distribution of dividends by the Romanian subsidiary to its shareholders.
• Systems Sunlight SA, a global player in the field of integrated energy solutions, specializing in the development, production and marketing of batteries and energy storage systems for industrial, advanced technology and consumer applications, in connection with a potential transfer of a minority stake in its Romanian subsidiary to certain key-employees.
• Reverie Investments Limited, company with headquarters in the United Arab Emirates, regarding the implementation of the decision to enter the Romanian market of dietary supplements, offering legal assistance to the client throughout all aspects of the process, including the preparation, negotiation and implementation of all phases of the project.
• Mecaplast Group, a European leader in the production of car equipment for the extension of business in Romania, by the acquisition of a company specialized in producing plastic parts in the automotive industry. Legal assistance supplied by Mușat & Asociații consisted of, among others, performing an extended due diligence report together with the preparation and negotiation of documentation related to the transaction.
• Hili Ventures Limited, regarding the acquisition of Alfacapital S.R.L. (operator of some iSTORE work units in Romania), providing legal assistance during the entire acquisition process.
• Trieris Real Estate Limited, an international investment company, part of Piraeus Group, in connection with the purchase by Trieris of the 50% participating interests held in Intertrade Investments S.R.L. by L.P. Ellinas Developers Limited, a Cyprus based company. The transaction was preceded by an in-depth assessment of the articles of association of Intertrade Investments S.R.L. and of the shareholders agreement, with a view to assess possible legal options available to Trieris for acquiring 100% of the share capital of the target company.
• Harris Corporation, a worldwide information technology services provider that produces wireless equipment, tactical radios, electronic systems, night vision equipment and both terrestrial and space borne antennas for use in the government, defense and commercial sectors, in connection with the carve-out of its CapRock business conducted through its local subsidiary in order to prepare its transfer to SpeedCast International, Inc.
• Schlumberger, the world’s leading provider of technology for reservoir characterization, drilling, production and processing to the oil and gas industry, in connection with the performance of all required formalities and actions from a corporate perspective in order to effect the merger by consolidation undergoing between 2 (two) Romanian subsidiaries of Schlumberger.
• TotalSoft S.A., a leading business software provider in Central and Eastern Europe, in connection with the merger between an SPV currently controlling TotalSoft S.A., and TotalSoft S.A.
• Elpro GmbH Berlin – Industrieholding, a commercially and technologically independent group of companies located in Berlin, active in energy, natural gas, water, mining, cement and transportation, in connection with the prospective acquisition of the state-owned Moldomin mining operations (the second largest copper ore mining site in Romania).
• China Gezhouba Group Company (CGGC), on its participation to the tender process organized by the Romanian State for the construction and operation of the Tarnița-Lăpuștești reverse pumped storage facility.
• Universal Music Group International Ltd. (the largest music corporation in the world), in connection with its intention to purchase Media Pro Music Entertainment (a major Romanian company acting in the recording and publishing sector) by means of a share deal.
• A leading independent private equity investment firm, in connection with the potential acquisition of 70% interest in Gtceisu Construccion S.A., a leading Spanish construction company and indirect acquisition of the latter’s subsidiaries.
• The Department for Energy and Hunedoara Energetic Complex, as part of the consortium also comprising Deloitte Consultancy, in connection with the share capital increase of Complex Energetic Hunedoara, through the issuance of new shares and the sale of a 51% stake to a foreign investor.
• Enel Green Power, on the successful acquisition of five photovoltaic renewable energy projects, including an extensive due diligence, negotiating the structure of the transaction and preparing and negotiating the transaction documents.
• Complexul Energetic Oltenia (a leading State-owned energy producer in Romania), in connection with the absorption merger of Termo Craiova (one of the largest district heating and electricity producers in the country).
• Sab Miller, one of the world’s leading brewers, operating across five continents, on the successful disposal of water assets, installations, and equipment.
• Fotovol (an important U.S.-German based investment fund), in connection with the acquisition of several photovoltaic projects in Romania, with an overall installed capacity of 500 MW.
• Gdf Suez, on the acquisition, development and construction of a wind power plant in Romania, with an installed capacity of 50 MW, including in connection with structuring and negotiating the acquisition of the relevant equipment, sale-purchase agreements, EPC and O&M contracts.
• Enel Green Power, during the full-scope acquisition of seven green energy projects in the field of wind generation, with a total installed capacity of 130 MW.
• One of the top EPC services providers in the energy sector, in completing the sale of a minority stake through an outright sale combined with a share capital increase, with a total value of EUR 70,000,000.
• A leading Spanish developer of renewable energy projects, with respect to the development and sale of a wind farm with an installed capacity of approximately 250 MW, located in Dobrogea.
• Alka Pro, one of the leading local FMCG producers, in connection with the sale of its seeds and nuts activity to Intersnack Group, the German producer of popular snack brands Chio Chips, Funny-Frisch, Pom-Bär and Goldfischli.
• Mediterranean Car Agency Ltd. Israel, in connection with the acquisition of two entities part of Autoitalia Group – Autoitalia Impex, the Romanian importer of the Italian car brands Fiat, Alfa Romeo, Lancia and Maserati, and Japan Motor Brands, the local partner of the Japanese brand Infinity.
• Lindab AB, in connection with the acquisition of the Romanian subsidiaries of Sipog Group in a transaction totaling EUR 24,500,000.
• Roche Diagnostics International Ltd., in connection with the approximately EUR 17,500,000 successful acquisition of several assets of Top Diagnostics S.R.L., one of the most important companies on the Romanian diagnostics and diabetes care market.
• Re Power A.G., with respect to the acquisition of Elcomex, one of the most important local private electricity traders.
• Enel S.p.A., in connection with the acquisition of a wind power plant of up to 200 MW (currently in operation).
• AON, the leading risk management and insurance brokerage firm, in connection with the acquisition of KaRo Servicii de Asigurări, the leading insurance broker in Romania.
• SBS Broadcasting and Amerom Television (the owner of the Prima TV brand), in connection with the acquisition of the TV Klumea brand from Dacia RTV București S.A., as well as with the EUR 22,500,000 acquisition of Romania’s leading FM radio station, Kiss FM, and the Romanian television station Prima TV.
• SBS Broadcasting and New Century Media Holding, for the acquisition of Canet Radio, a company holding Mix FM.
• PepsiCo/Frito-Lay, on the EUR 20,000,000 acquisition of the Romanian chips, snacks and popcorn producer Star Foods.
• General Electric Company, on its joint venture with Turbomecanica S.A. in the jet propulsion industry.
• TBI Holding (a joint venture between Bankers Trust and Kardan Group), in connection with its acquisition of Omniasig S.A., one of the top Romanian insurers.
• UniCredito Italiano, in connection with the acquisition of 82.5% stock of the shares in Demirbank (Romania) S.A. and significant shareholding of Demir Romlease S.A.
• Michelin, on the takeover of part of Tofan Grup and of the distribution and supply subsidiaries Victoria Florești and Silvania Zalău.
• The State Ownership Fund, in the privatisation of Alprom, a top national aluminum producer.