m&a practice · for each project, effectively manage and allocate resources and...
TRANSCRIPT
M&A PRACTICE
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M&A Practice
CONTENTS
OUR TEAM 4
OUR APPROACH 4
OUR SERVICES 5
INTERNATIONAL PROJECTS 6
OUR CLIENTS 7
OUR M&A PROJECTS 8
CONTACT DETAILS 14
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Pepeliaev Group
The mergers and acquisitions (M&A) market in Russia reflects significant sustainable growth in foreign investments: Russian companies are striving to accelerate their development by attracting foreign capital and pooling the efforts of global market leaders, while involv-ing the owners of Russian businesses in the process. At the same time there have been an increasing number of transactions between Russian companies. It is now clear that the Russian M&A market, including all its intrinsic features, has matured and is extremely attractive to major investors. Aware of these trends, our M&A practice supports: a) foreign investors making capital investments in Russian businesses and b) major Russian companies planning to attract portfolio investments and/or strategic investors, including assistance with initial public offerings. Our lawyers have extensive practical experience and are able to provide professional advice in this area, drawing on their understanding of the Russian legal environment and knowledge of Russian market specifics and investor expectations.
To work on specific transactions, we create teams of lawyers with due account of project requirements. We guarantee that we can involve the requisite specialists for the most com-plicated transactions within the shortest possible timeframe. For example, our lawyers have an extensive track record of supporting transactions that involve multiple jurisdictions and foreign trade transactions that affect, to a certain extent, the business interests of Rus-sian companies.
Our experience on the Russian market enables us to anticipate difficulties, mitigate risks and come up where necessary with creative legal solutions. Our goal is to facilitate the attainment of client business objectives within the scope of a specific transaction to the extent that this is within the control of the legal advisor.
OUR TEAM
OUR APPROACH
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M&A Practice
Our main objective is to find the best available options for your business, irrespective of whether you are selling your business assets, merging/acquiring another company or buy-ing the assets of other companies. We are ready to support any manner of approach that you choose to enter the Russian market and do our utmost to facilitate an increase in the value of your business. We provide advice and support at all stages of the transaction, including preliminary planning, decision-making and post-transaction services. We offer our clients a full range of legal services relating to the preparation and implementation of M&A transac-tions, including:
• Advice on the structuring of transactions;
• Assistance with the restructuring of the transaction target;
• Arrangement and preparation of the reference data submitted by a client on the sale of a business to be audited by other consultants (data room);
• Advice on tax issues pertaining to M&A transactions;
• Advice on antimonopoly legislation;
• Support for M&A transactions up to and including the final transfer of management functions to the buyer;
• Representation of clients in negotiations with other parties in transactions;
• Preparation and drafting of all trans¬action documents;
• Preparation of legal opinions in relation to various legal aspects of planned or concluded transactions.
Our lawyers have a track record of supporting M&A transactions on behalf of the buyer or seller. We are convinced that our know-how and techniques for supporting M&A transac-tions enable us to represent our clients successfully, irrespective of their role in M&A projects.
OUR SERVICES
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Pepeliaev Group
INTERNATIONAL PROJECTSAs the clients of law firms enter new markets in the pursuit of new business opportuni-ties, law firms are in turn becoming more interested in providing clients with professional legal guidance in projects that involve a number of different jurisdictions. Such services can be provided with the utmost professionalism through the establishment of effective coop-eration between law firms that are leaders in their jurisdictions. The quality of such services is directly dependent on the ability of a law firm to form an international team of specialists for each project, effectively manage and allocate resources and responsibilities in the most efficient and cost effective manner between partner law firms and individual lawyers. A team can only work as a cohesive unit and provide the requisite quality of services to clients once these conditions have been met
We have successfully built partnership relations with leading law firms in Europe (Great Britain, Germany, Italy, France, Cyprus, the Netherlands, Norway, etc.) and the USA, includ-ing such companies as Slaughter and May (Great Britain), Ashurst (Great Britain), Hengeler Mueller (Germany), Darrois Villey Maillot Brochier (France), Akin Gump (USA), Shearman & Sterling (USA), Bonelli Erede Pappalardo (Italy), Wikborg Rein (Norway) and many others.
Owing to long-standing contacts with our foreign partners, we are able to provide high-quality legal support to our clients in Russia and abroad promptly and rapidly.
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M&A Practice
OUR CLIENTSAt present our clientele consists of major Russian and international market leaders planning to expand their businesses, as well as companies that recently entered the Russian market or are currently considering such an option. Our clients include companies operating in vari-ous branches of the economy: the food industry, consumer goods production, industrial pro-duction, the oil and gas industry, metals industry, telecommunications, publishing / media business, finance, banking, insurance, investments and other sectors.
SAMPLELISTOFOURCLIETS:
Oil and gas industry: Caspian Pipeline Consortium, CTSD, Gazprom, MOSENERGO, National Oilwell Varco Eurasia, Parker Drilling Company, Rosneft, Sakhalin Energy, Schlum-berger, Shell, Transneft, etc.
Industrial production:ABB, Caterpillar, Kronospan, Lafarge, Skamol, Sumitec International, Volgaburmash, etc.
Metallurgy & mining:Alcoa, ALROSA, ARGUS LIMITED, Basic Element, RUSAL, etc.
Transport:Aeroflot, BMW, Ford, GM-Avtovaz, Hyundai Motor, Jaguar Land Rover, Kamaz, KIA Motors, Kuehne & Nagel, Nissan, Rolf, Scania, Utair, Volkswagen, etc.
FMCG: British American Tobacco, Georgia-Pacific, Indesit Company, Kimberly-Clark, Nike, Oriflame, Procter & Gamble, Reckitt Benckiser, Unilever, etc.
Pharmaceuticals & Healthcare: Aventis Pharma, Beiersdorf, Eli Lilly, F. Hoffmann-La Roche Ltd, Glaxosmithkline, Glenmark, J.B. Chemicals and Pharmaceuticals, Johnson & Johnson, Merz, Novo Nordisk, Novartis, Paramed, Pfizer, Sanofi-Aventis, US Dental Care, Veda, etc.
Food industry:Coca-Cola, Danone, Efes, Frito Lay, Harry’s, Kraft Foods, Nestle, Ritter Sport, Tchibo, etc.
Retail: Auchan, Billa, Castorama, Leroy Merlin, Mertens house, Metro Cash & Carry, OBI, Stockmann, Zara, etc.
Telecommunications & IT: Digital River, Ekvant (Orange Business Services), ER-Telecom, Forte Net-services, GEOTelecommunications, International Communications Company, Mobile TeleSystems, Moscow City Telephone Network, Nokia Siemens Networks, Rostelecom, TeliaSonera, Vimpel-Com-munications, etc.
Financial services, banking, insurance, investment: AIG Russia (Chartis), Citibank, Com-merzbank, MICEX Group, OTP Bank, Renaissance Capital, Rosgosstrakh, Rosnanotech, ROS-NO, Russian Land Bank, Sberbank Strakhovanie, etc.
Mass media: CTC Media, Prof-Media, The Business World Publishing Group, Yandex, etc.
Social services:Cirque du Soleil, FIFA, Liden & Denz, Messe Duesseldorf, Moscow State University, Museums of Moscow Kremlin, etc.
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Pepeliaev Group
OUR M&A PROJECTSBANKING,FINANCE,INSURANCE
• Represented Standard Chartered PLC in connection with the acquisition of American Express Bank Limited, provided comprehensive legal support to the client and its legal counsel — Slaughter and May.
• Provided legal support to ROSNO in connection with the acquisition of a material participation interest in OOO Strakhovoy Capital insurance company (presently — VTB-Rosno) from a Vneshtorgbank fund.
TELECOMMUNICATIONS
• Represented a large Scandinavian information technology company in connection with the proposed acquisition of a Russian data centre operator.
• Acted as co-advisor to Marconi (jointly with Slaughter and May), provided support in connection with the Russian component of a project involving the sale by Marconi of its telecommunications equipment and international service subdivisions to Telefon-aktiebolaget LM Ericsson. The total transaction value amounted to GBP 1.2 billion.
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M&A Practice
• Advised Bessemer Venture Partners (jointly with Kirkland & Ellis) in connection with its investments in national WiMAX network operator Enforta (transaction valued at USD 40 million).
REALESTATE
• Represented a well-known investment fund in more than 10 transactions relating to the acquisition of real estate assets and implementation of investment projects in Russia.
• On behalf of a client — one of the largest Russian financial and industrial groups — conducted due diligence of the seller’s legal background over the past 10 years and of real estate property of interest to the client (class A office centre in Moscow, valued at over USD 150 million).
• Provided support to a large developer as part of a project involving the development of the Albergo hotel chain in several Russian regions and advised on the structuring of real estate transactions.
• Provided legal support to a leading Russian holding company over several years with respect to its construction, reconstruction and management activities in Russia concerning a number of commercial facilities in St. Petersburg. Conducted regular legal due diligence of all the companies within the group to identify risks relating to real estate investments.
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Pepeliaev Group
• The Pepeliaev Group practice in St. Petersburg advised a large Israeli investment company on the acquisition of a land plot for the construction of residential properties in St. Petersburg.
• Conducted a legal due diligence of three Greenfield land plots for a European supermar-ket chain.
INDUSTRIALPRODUCTION
• Represented a well-known Scandinavian manufacturer in connection with the sale of its Russian water dispersion subdivision.
• Advised HTS CAP SA on the sale of VTS Clima Russia.
• Advised Etex Group (Belgium) on the planned acquisition of assets in Russia.
• Represented a well-known European company in connection with the acquisition of a wood-processing business in Russia (legal due diligence, structuring of the transac-tion).
• Represented Skamol A/S, a major European manufacturer of thermal insulating materials, in a deal involving the acquisition of manufacturing facilities in Russia and the complex restructuring of the target businesses and assets.
• Represented a major Scandinavian investment fund in the divestment of its Russian manufacturing facilities.
• Advised a leading global producer of veterinary preparations on the prospective acquisi-tion of a vet product developer, manufacturer and distributor in Russia.
• The St. Petersburg practice of Pepeliaev Group advised Alex Stewart (Assayers) on the Russian component of the sale of Close Brothers Group.
• Advised a large European investment fund on the acquisition of a city-forming manufac-turer of plastics packaging in Leningrad Region.
• The St. Petersburg practice advised one of the largest Russian aircraft instrument manu-facturers on the transfer of some of the company’s assets to a state corporation.
• We assisted an Austrian metallic semi-finished product manufacturer with the estab-lishment of a joint venture with a Russian partner.
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M&A Practice
CONSTRUCTION
• Provided legal support to French law firm Darrois Villey Maillot Brochier and acted as Russian counsel to the French construction group Bouygues with regard to the acquisi-tion of 21% of the shares of Alstom from the French Government in a transaction valued at EUR 2 billion.
• Advised a well-known international construction company on a number of M&A transac-tions in the real estate sector and on the implementation of investment projects in Russia.
CATERINGBUSINESS
• Advised the world’s largest catering company on the conclusion of a transaction with a fast-food restaurant chain operating in Russia and other CIS countries, with assets valued at USD 100 million.
FOODINDUSTRY
• Represented OAO Bolshevik in connection with the sale of 100% of the shares of its subsidiary, ZAO Chock and Rolls (St. Petersburg).
• Represented Harry’s, a leading European food company, in connection with the acqui-sition of a controlling stake in ZAO Condi, which included a legal due diligence of the target, the structuring of the transaction, negotiations with the main shareholder group, receipt of the relevant competition clearance for the transaction and participation in closing arrangements.
• Conducted the full-scope legal due diligence of the Russian subdivision of a major inter-national consumer goods manufacturer.
• The St. Petersburg practice conducted the legal due diligence of an industrial site in St. Petersburg on behalf of the world’s leading soft drinks manufacturer and partici-pated in the subsequent structuring of the land purchase transaction.
MASSMEDIA
• Represented an international media holding company in connection with its proposed merger with a Russian media group. Conducted a due diligence of a number of Russian media assets.
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Pepeliaev Group
TRANSPORT
• Represented one of the largest Scandinavian automotive logistics companies in connec-tion with the proposed acquisition of a Russian automotive logistics operator, including the performance of a legal due diligence and the structuring of the transaction.
• Advised Russia’s leading oil trader on various issues pertaining to the acquisition of one of Russia’s largest oil transport companies in a transaction valued at USD 200 million.
• Represented a large European transportation and logistics company in connection with the structuring of a transaction and performed a legal due diligence of a Brownfield land plot.
• Represented the largest car importer and seller within the scope of the acquisition of a major dealership in the North-Western region and advised on investments in the automotive transport logistics business.
• We provided legal support to Maersk with the establishment of a complex terminal in Kaliningrad region.
FUELANDPOWERINDUSTRY
• Provided legal advice in connection with the sale of a 50% shareholding in the largest independent power supplier to a strategic foreign investor, including the day-to-day supervision of the work of the project team and participation in the closing arrange-ments, and also provided post-transaction legal support to company management.
• Advised Vostok Energy Limited on its investment projects in Russia’s oil and gas industry.
• Represented a major international oil and gas company over the past few years in con-nection with the acquisition of assets and a fuel and power complex in St. Petersburg.
• Advised a large Finnish investor on the acquisition of a blocking stake in a power distribution company, on the structuring of the deal, the shareholder’s agreement and the repatriation of profits.
...Always on top of everything going on in the market, attentive and caring for clients’ needs. Fantastic lawyers
ChambersEurope,2013
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M&A Practice
MEDICINEANDPHARMACEUTICALS
• Acted as an advisor to British Boots plc (jointly with Slaughter and May) on Russian law issues within the scope of the sale of Boots’ subdivision (Boots Healthcare Interna-tional) to Reckitt Benckiser valued at GBP 1.926 billion.
• Advised Bayer AG (jointly with Hengeler Mueller) on Russian law issues in connection with the sale of a large subdivision of Bayer (Bayer Diagnostics) to Siemens AG valued at EUR 4.2 billion.
• Advised Celesio AG in connection with the proposed acquisition of a Russian pharma-ceuticals retail chain.
• The St. Petersburg practice advised Virbac SA (France) in connection with the potential purchase of a veterinary medicine developer, manufacturer and distributor in Russia.
Sources are effusive in their praise, pointing to the firm’s significant experience, deep knowledge, responsiveness, value for money and commercial instinct
Pepeliaev Group is ‘excellent’, and has ‘specialists across the disciplines’
ChambersEurope,2013
TheLegal500:EMEA,2013
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Pepeliaev Group
CONTACT DETAILSVLADIMIRSOKOV
Senior Partner, Head of Corporate DivisionTel.: +7 (495) 967 0007Fax: +7 (495) 967 0008E-mail: [email protected]
ILYABOLOTNOV
Partner
Tel.: +7 (495) 967 0007Fax: +7 (495) 967 0008E-mail: [email protected]
SERGEYSPASENNOV
Partner, Head of St. Petersburg PracticeTel.: + 7 (812) 640 6010 Fax: + 7 (812) 640 6020 E-mail: [email protected]
ANDREYPEKHOVSKY
Head of Corporate Practice (St. Petersburg)Tel.: + 7 (812) 640 6010 Fax: + 7 (812) 640 6020 E-mail: [email protected]
Moscow
Pepeliaev Group LLC12, Krasnopresnenskaya Nab.,Entrance 7, World Trade Center-IIMoscow, 123610, RussiaE: [email protected]
T: +7 (495) 967 00 07F: +7 (495) 967 00 08
www.pgplaw.ru
Saint-Petersburg
Pepeliaev Group LLC54, Shpalernaya St.,Golden Shpalernaya Business CenterSt. Petersburg, 191015, RussiaE: [email protected]
T: +7 (812) 640 60 10F: +7 (812) 640 60 20
Krasnoyarsk
Pepeliaev Group LLC3 A, Vesny St.,Business Center «Vesna»Krasnoyarsk, 660077, Russia E: [email protected]
T: +7 (391) 277 73 00F: +7 (391) 255 07 07