Expansion financing for Saturo Foods

Paul Koppenwallner, act legal Austria, advised Saturo Foods, a start-up from Vienna, in the course of the participation of the investor Square One Foods. The provided capital by Square One Foods will be used for the further expansion of Saturo Foods (especially the geographic extension and its sales expansion). The investment amount is a medium six-figure sum.

Square One Foods is part of the Austrian Spitz Group (one of the biggest food producers in Austria), but working independently. Saturo Foods produces drinks which can replace whole meals. According to its own statements, it is one of the fastest growing start-ups in Austria. The Austrian food & beverage industry receives more and more attention from venture capital investors.

Europart International GmbH acquired 49% shares of Europart Polska S.A.

act legal Poland advises on the purchase of shares by Europart International GmbH, a leading trading company for spare parts and accessories for commercial vehicles, buses and special vehicles of all classes in Europe. The company acquired 49% shares from Vesta Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych and Protyl-Serwis 44 Sp. z o.o., becoming the company’s sole shareholder.

act BSWW was assisting the investor at all stages of the acquisition. The range of legal services related to this share deal included preparation of the share purchase agreement and negotiations of its provisions, including all additional arrangements between the parties.

Europart has been successfully active in the car spare parts market for more than 70 years. It is now the leading partner for commercial vehicle workshops and operators of truck, trailer, van and bus fleets in Europe, with a European network of more than 300 sales stores in 28 countries.

The project team was led by Marta Kosiedowska (legal counsel and Partner at act BSWW).

“act BSWW has extensive experience advising Polish and foreign companies with respect to M&A transactions. We really appreciate being engaged in this acquisition process. It was a big challenge but at the same time an interesting experience,” says Marta Kosiedowska.

ARVOS Group sells its division Raymond Bartlett Snow

act legal Germany advises ARVOS Group, a Triton Fund IV company advised by Triton, on the carve out of its division Raymond Bartlett Snow (RBS) to Schenck Process. The parties have agreed not to disclose any terms of the transaction.

By acquiring RBS Schenck Process, a global market leader in applied measuring technology belonging to the Blackstone Group, adds a renowned brand in pulverizing and thermal processing equipment industry to its company. RBS is headquartered in Naperville, IL USA, and has further branches in in Vinhedo, SP Brazil, and Noida and Chennai, India.

The team at act legal Germany had already advised Triton on specific carve-out matters for the acquisition of today’s ARVOS Group from Alstom in 2014 (today: GE). After having consulted the group in an international context over 4 years of time, now the sale of its division RBS took place.

Counsel Triton (Commercial) act legal Germany, AC Tischendorf: Marcus Columbu (leading partner), Dr. Florian Wäßle, LL.M. (partner), Fabian Brocke, LL.M. (associated partner), Sarah Landsberg and Swantje Teller (associates).

Counsel Triton (M&A): Kirkland & Ellis LLP (London, Chicago): Joel Arnell, (lead partner); Roger Johnson (partner); Mariska Richards, Matthew Ball, Amelia Rolfe (associates).

act legal Poland advises Comp S.A.

Comp S.A. acts as the seller in the M&A transaction with an entity belonging to SIBS – SGPS S.A. capital group (Portugal) and was advised by act BSWW legal & tax.

The deal involved the sale of 100% shares in PayTel S.A., a company headquartered in Warsaw, holding the status of a National Payment Institution (registered with the Polish Financial Supervision Authority). The transaction is made up of four stages. The first will see Comp S.A. selling 55% shares for PLN 34m, while the remaining 45% will be sold in 3 phases of 15% each over the subsequent years. The price will be determined on the basis of specific results defined in the agreement, with the cap set at PLN 200m.

The team was led by Piotr Wojnar (Attorney-at-law, Managing Partner) and Janusz Szeliński (Attorney-at-law, Partner). They were supported by Łukasz Polak (Senior Associate) and Aleksandra Sztajer (Associate).

Best Lawyers in Germany 2018

Congratulations to Dr. Sven Tischendorf, MBA and Dr. Christian Rosinus, who are again listed in „Germany’s best lawyers 2018“!

The US publishing house Best Lawyers determines the most prestigious legal advisers in Germany for the business newspaper Handelsblatt. The ranking is based on a peer-to-peer survey. Two partners from act legal Germany, AC Tischendorf are listed in the category „Germany’s best lawyers 2018“: Dr. Sven Tischendorf, MBA is recommended for Finance Law and Dr. Christian Rosinus for Tax Fraud Defense.

Industry-Technology Transaction

PE Investor Nimbus relies on act legal Germany, AC Tischendorf as Lead Counsel to acquire leading European supplier of ultra-high purity media technologies.

International PE Investor Nimbus has acquired INTEGA Innovative Technologie für Gase und Anlagenbau GmbH, a specialist in ultra-high purity media technologies, from a leading worldwide technology concern in the gas technology sector with a workforce of over 68,000.

INTEGA key products are gas supply and drain systems for the semiconductor industry and pharmaceutical companies. INTEGA operates worldwide out of its sites in Germany and Switzerland, its principal markets being the USA and France –  in addition to Germany. 

As a leading financial investor, with this acquisition Nimbus is pursuing a clear long-term strategy of support for Intega in its imminent expansion whilst at the same time effectively strengthening its own investment portfolio.

The parties have agreed not to disclose details of the volume of this transaction. The transaction has been approved by the German Federal Cartel Office.

The team was headed by Dr Sven Tischendorf, MBA and Fabian Brocke, LL.M. (both Corporate/M&A) and further consisted of Friederike Jawad, LL.M. (employment law) and Dr Florian Wäßle, LL.M. (IP/IT).

The seller was advised by honert & partner (Munich; Dr Jochen Neumayer, Dr Harald Lindemann, Franziska Krauß) and Lincoln International (Martina Ecker, Oliver Steinberg).

YIT acquires Parkur Tower business park

act legal Poland advises YIT on acquisition of Parkur Tower business park from UBM.

act BSWW was providing legal consulting services for YIT (Finnish developer listed on the stock exchange in Finland) in regard to the purchase of 100% shares in GF Ramba, a company belonging to UBM capital group (Austrian developer).

GF Ramba is the perpetual usufructuary of the land on which Parkur Tower business park is located at Kłobucka 25 in Warsaw.

YIT intends to develop over 400 (four hundred) residential apartments with accompanying infrastructure on the site.

The range of services provided by act BSWW included all aspects of the transaction – from the letter of intent, through a due diligence analysis of GF Ramba, its assets, permits and the property, negotiation and closing of agreements with the bank financing the acquisition, to negotiation and closing of the share purchase agreement and other transaction-related documents.

With respect to services pertaining the Austrian law, act BSWW was cooperating with act legal Austria, WMWP Rechtsanwälte.

Michał Wielhorski (Managing Partner at act BSWW) acted as the team leader. He was supported by Małgorzata Wąsowska (Tax Advisor, Partner) and Mateusz Prokopiuk (Associate).

Dr Roman Hager (Partner) from act legal Austria advised as to all aspects of the Austrian law.

“We are more than happy to have been given a chance to cooperate with such a renowned partner. Parkur Residence is an absolutely unique investment project. The transaction was very complex and entailed advisory services covering the Polish and Austrian legal systems. We are proud to have been able to effectively support YIT in this project.” says Michał Wielhorski, Attorney-at-law, Managing Partner and team leader.

About YIT: One of Europe’s largest developers, operating in Poland since Q3 2015. The formation of the Polish branch is an element of the company’s long-term CEE growth strategy.

act legal Austria advised financing round for RateBoard

RateBoard receives 7-digit investment for hotel revenue management software and aws Gründerfonds relies on the advice of act legal Austria, WMWP Rechtsanwälte. The co-investors were Next Floor GmbH and the “business angels” Gregor Hoch and Otmar Michaeler.

RateBoard is a start-up from Tyrol and it already covers more than 100 hotels in Austria, Germany, Switzerland and Italy.

Sale of Présence chain

act legal Czech Republic, ŘANDA HAVEL LEGAL, represented four owners in the sale of their stake in New Presence Jewels s.r.o., a company that operates the famous chain of jewellery stores, Présence, in the Czech Republic and Slovakia. The advice on the sale of the Présence chain was led by Alois Šatava and Michal Pálinkás.

Présence stores, which have been active on the Czech market for almost thirty years, offer stylish watches and luxury jewellery to their customers in shopping centres throughout the Czech Republic and also online through their eshop.

The buyer was the Polish company Polish Luxury Group, a leader in the sale of jewellery in Poland, which, through this acquisition, enters the market in the Czech Republic.

Enzis for Qatar

The Museum of Islamic Art in Doha (MIA) published a request for tender seeking tenders for outdoor furniture in 2018. PPAG submitted a bit offering Enzis and Enzos and won the contract.

If you live in Vienna, you know what an Enzi is. In 2002, the MuseumsQuartier in Vienna (MQ) asked PPAG architects to develop ideas for MQ’s courtyard. The PPAG team designed modular outdoor furniture which due to ist unique form and flexibility enables a large variety of human body positions. At that time Mrs Daniela Enzi was MQ’s long tern commissioner and that is why these outdoor objects where then called Enzis. Visitors of MQ’s courtyard love to sit, lay or even jump from Enzis and Enzos, the latter is an enhanced version of the Enzi and was developed in collaboration with MN*LS in 2010 (https://www.mqw.at/en/infoticketsshop/mq-point/mq-furniture/).

Georg Poduschka and the PPAG team trusted in WMWP act legal Austria to negotiate the contracts with Qatar’s officials and to execute the international transaction. Martin Wiedenbauer, leading the legal team said: „I am sure that in very short time MIA’s visitors will love their Enzis like we do in Vienna“.