Mergers & Acquisitions/ Privatization

BSMP has acted in some of the most important inbound Romanian transactions for international clients as well as in some of the most important domestic deals. Equally efficient on the buy or sell-side, our experience includes negotiating mergers, demergers and joint ventures with particularly robust expertise in the regulated sectors, particularly energy, where our knowledge of the complicated Romanian regulatory regimes comes into its known.

The firm has also acted in the privatization of some of the most important Romanian companies with partner Ionut Bohalteanu being a recognized leader in the field.

Our experience includes:

  • Advising the international infra-fund of Deutsche Bank in connection to the attempted acquisition of the participations within the local subsidiaries of a multinational distributor of electricity and gas and a leading operator in the power and gas markets of Europe and Latin America. Legal assistance included a red flag due diligence report with respect to the target companies.
  • Assisting MCP Holding, a Dutch holding part of Memento Group, an important international group acting in the tourism field since 2011, with respect to a complex transaction including the sale of 25% of the share of Anima Wings Aviation to the largest Greek airline. Legal assistance included preparing the relevant documentation and assisting the client during the negotiations.
  • Advising Premier Energy in connection to the acquisition of a natural gas supplier and distributor in insolvency; legal assistance included representation of the client in relation to the officer receiver, the shareholders and the creditors of the target, drafting the transaction documentation as well as advice on various post-transaction matters.
  • Advising Enel Energie Muntenia regarding the contemplated acquisition of the share capital of a affiliated company followed by merger. Legal advice included the preparation of a complex due diligence report regarding the entire activity of the company, as well as preparation of a memorandum regarding the advantages and disadvantages of the multiple alternatives to conduct the transaction.
  • Advising one of the most important Romanian ministries on the share capital increase of the largest oil and gas group in South-eastern Europe.
  • Advising the shareholders of a Romanian company specialized in meet processing, during the attempted sale process of their participation to a company – lider on the market of meat products from Romania; legal assistance includes revising the transaction documentation and assisting the client during the sale procedure.
  • Advising Cognetik Corp US, a company acting in the IT field, providing digital consultancy services, such as data collection, data analysis and business intelligence, in connection to the sale of 100% of the shares held in its Romanian subsidiary. Legal assistance included preparing the relevant documentation and assisting the client during the negotiations with the potential buyer.
  • Assisting a top international law firm on the envisaged project regarding the sale of a majority package of one of their clients, part of a very important international group acting in the IT systems field, on what concerns the commercial and tax aspects regarding the envisaged transactions, taking into account that at least three jurisdictions are involved.
  • Advising a leading Chinese solar power company on its purchase of the SPV share capital of a Romanian energy company in one of the most important transactions.
  • Assisting Oxford Investment Alliance SRL, a company part of Christian Tour group in connection with the acquisition of 100% of the share capital of Lifestyle Pharm SRL, a pharmaceutical company. Legal assistance included an in-depth analysis of the structure and documentation of the target-company, drafting the transaction documentation, as well as assisting the client during the negotiations with the shareholder of the target.
  • Advising the shareholders of Butlers Walsall, a British real estate developer performing construction works on a 6 ha land plot located in a top residential/business area of Bucharest, acquired from one of the most famous business men in Romania, in connection to the attempted sale of 100% of the shares held in this company to another real estate developer in Romania.
  • Advising Christian Tour in various cross border projects involving acquisitions of 100% of the shares of certain Greek, Serbian and Hungarian companies. Also, we advised the client in an attempted acquisition of a local tour operator.
  • Advising the shareholders of an important Romanian natural gas distributor, in the procedure involving the sale of 100% of the company share capital to a company owned by a major Czech investment fund. Legal assistance included drafting the transaction documentation and assistance during the negotiation process.
  • Advising Ion Mos, a Romanian company active on the spices and ingredients production market, during the entire process for the acquisition of a player active in the FMCG industry. Legal assistance included conducting an extensive due diligence on the target, drafting the transaction documents and assisting the client in the negotiations with the sellers.
  • Advising the Ministry of Energy of Romania on the sale of the Romanian state’s minority interest in OMV Petrom and on its share capital increase subsequent to its privatisation. Highly complex, this €50m transaction involved issues such as the difference between the current value of real estate and land and its value in 2005 (when privatisation was completed) – vastly complicated by the inconsistent legislation governing the ownership titles obtained by the State. It is one of the premier energy instructions in Romania.
  • Advising a global healthcare company in connection to a reorganization process including the incorporation of an affiliate having as activity the distribution of medicinal products and medical devices, including the performance of an analysis concerning the necessary authorizations.
  • Advising one of the largest PVC processors in Romania and one of the leading producers of materials for installations and constructions market, in connection with the acquisition of 50% of the shares of one of the biggest Romanian players in the metallic tiles market.
  • We advised a Czech developer of two photovoltaic parks on its sale of 100% of SPV share capital to a US based investment fund. This included obtaining the necessary green and electricity regulatory licenses the transaction required.
  • Advising Ascentist Imobiliare, a Romanian real estate developer, in connection to the acquisition of the majority stake in a Romanian company in view of developing a residential project on the land owned by the latter. Our legal assistance included preparing a due diligence report, preparing the transaction documentation, assistance during negotiations, as well as various post-signing aspects.
  • Advising an important Romanian healthcare and medical industry player, on the attempted co-opting of a new shareholder and acquisition of a private medical clinic and a medical laboratory.
  • Advising a Romanian facilities company on the establishment of a new thermal greenhouse business. Cost of phase one of the project was estimated to be €18m.