Beccar Varela, BLP and Rodrigo, Elías & Medrano Abogados recently represented Argentina, Costa Rica, and Peru respectively in U.S. telecoms company Transtelco's multijurisdictional acquisition of U.S. telecoms service provider Neutrona Networks handling the company's assets and helping to establish a wide presence across Latin America. As key players in the region, these firms and their collaborations on important client deals impacting the region continue to be a testament to the power of WSG member relationships and the highest level of success WSG members provide to key global clients.
Neutrona Networks provides connectivity to telecoms carriers in Latin America and the Caribbean, with 60,000 kilometres of optical fibre across the Americas and has assets in the U.S., Europe and Asia. Transtelco owns and operates fibre network infrastructure spanning nearly 24,000 kilometres throughout the U.S. and Mexico.
WSG Member Teams Included:
Beccar Varela (Argentina): Partner Alejandro Poletto and associates Eugenia Radaelli and Victoria Hugo.
BLP (Costa Rica): Partners Ronald Lachner and Adriana Castro, and associates Elia Naranjo, Sofía Zúñiga, Ximena Martin, Abril Villegas, Evelyn Galan, Anel Aguilar, Alexandra Aguilar, Nancy Muñoz, Juan José López, Fernando Shum and Shermine Elizondo.
Rodrigo, Elías & Medrano Abogados (Peru): Partner Luis Enrique Palacios, counsel Maria del Rosario Quiroga, and associates Alejandro Araujo and Luis Fernando Roca in Lima.
Beccar Varela, Argentina
Asters successfully represented ASK Technology Limited, a leading Hong Kong manufacturer of multi-GPU systems for mining, rendering and AI, in a dispute with a Finnish company that was resolved in Arbitration Institute of the Stockholm Chamber of Commerce. The dispute revolved around a contract for the supply of equipment for the mining of Ethereum, one of the fastest growing cryptocurrencies alongside with Bitcoin.
Asters represented the seller under the contract that provided the buyer with the necessary cryptocurrency mining equipment. However, some time after the delivery had been made, the buyer started claiming that the equipment failed to meet the quality requirements set out in the contract. In particular, the buyer alleged that the equipment's hash rate parameters are lower than agreed between the parties and thus its output of Ethereum was less than expected. Against this backdrop, the buyer sought the full repayment of the purchase price plus interest or, alternatively, the compensation for damages incurred by the delivery of defective mining equipment.
The sole arbitrator rejected all of the buyer's claims, finding that the delivered mining equipment was of contractual quality. In ruling in the seller's favor, the arbitrator accepted Asters' interpretation of both the contract and Hong Kong law (which was found to be applicable law despite the buyer's objections). Moreover, the arbitrator ordered full arbitration and legal costs of the client that were incurred during these proceedings, to be compensated by the opponents as a losing party.
"This case has served as a reminder that mining of cryptocurrencies is a complex and in a lot of ways uncertain process, the commercial viability of which depends on multiple factors, including hardware and software type and configuration, access to infrastructure, as well as the price of the cryptocurrency in volatile markets", - Kirill Sotenskiy, Sales Director Eastern Europe at ASK Technology Limited, points out. "Although the case involved advanced technical issues and complicated multijurisdictional challenges, thanks to the highest expertise of Asters team the positive result has been achieved for our company."
"The present case presented a unique opportunity for the international commercial arbitration to address the largely unexplored issues of the crypto mining process, which still remains a relatively novel activity for today's businessmen", - Markiyan Kliuchkovskyi, Partner at Asters, comments. "At the same time, the arbitrator's ruling, among other things, indicates that existing legal rules and principles are still capable of dealing with at least some aspects of such rapidly developing activities as crypto mining."
Asters team was led by Partner Markiyan Kliuchkovskyi and included Counsel Oleksandr Volkov, and Associate Mykhailo Soldatenko. Hong Kong's leading law firm Deacons was engaged as Hong Kong law expert.
The Glasgow and London offices of Scottish member Shepherd+ Wedderburn collaborated in the signing of a major fundraise and cross-border pan-European acquisition in April 2018 for Oxford based AIM listed client Satellite Solutions Worldwide Group plc(now renamed BigBlu Broadband PLC). The group announced a £12m share placing in order to finance the acquisition of a German satellite broadband company, Satinternet Services GmbH (including its Portuguese subsidiary, where PLMJ assisted) as well as an unrelated Italian satellite broadband company, OpenSky S.r.l.
The Glasgow team, led by George Frier and supported by Calum Hamilton, Joanna Boag-Thomson, Joseph Fitzpatrick and others worked closely with Walter Blake, who led on the capital markets side assisted by Scott Loader and Elodie Briere. WSG firm Heuking, led by Stefan Duhnkrack, advised on German law issues . SSW existing Italian adviser Ughi e Nunziante handled Italian law issues.
In addition to the complication of negotiating the transactions in the two jurisdictions (neither of the Targets could know about SSW's interest in the other) both jurisdictions have highly regulated processes for approval. Inevitably there were issues with a capital markets financing in an overseas jurisdiction and Heuking smoothed out the last minute issues for the meeting with the German Notary to tie in with the timing of the Stock exchange announcement .
In addition, the company's revolving credit facility with HSBC is being extended to provide enhanced working capital facilities for the group, all of which will involve post-completion security being taken over the German and Italian target companies and compliance with relevant foreign law requirements.
The deal was subject to shareholder approval, at a general meeting hosted in the London office of S+W on 14 May , and took to 17 the number of acquisitions in the UK, Europe and Australia (large and small) on which S+W has advised Satellite in the last three years.
The deal highlights the capabilities of the S+W international practice and the benefits of close collaboration through the WSG . George Frier commented “Heuking were extremely professional and supportive in a tricky transaction where the funders insisted on UK style documentation , and it was a delight to work with Stefan and his team at Heuking. Hopefully it will not be our client’s last acquisition in Germany , and we will look forward to working with them again.”
George Frier, Shepherd and Wedderburn LLP, Scotland
In January, a consortium consisting of Heuking Kühn Lüer Wojtek, PwC Legal Germany and the Czech Republic, as well as Prague-based law firm KSB was awarded the contract for various legal advisory services in a call for tenders by GSA. The European Global Navigation Satellite Systems Agency (GSA) in Prague is an agency founded by the European Union whose mission is to implement the satellite programs GALILEO and EGNOS. GALILEO is a satellite navigation system that will be completed in orbit by 2020, providing improved positioning and timing information with significant positive implications for many European services and users. EGNOS is the Europe's regional satellite-based augmentation system (SBAS) that is used to improve the performance of global navigation satellite systems (GNSSs), such as GPS and Galileo.
In 2017, GSA tendered comprehensive legal advice services, in particular regarding public procurement law, competition law and contract management. International law firms and consortia participated in the tender. In January 2018, the consortium with the participation of the IT Commercial and Public Procurement teams of PwC Legal Germany and Czech Republic, the Prague law firm KSB and the German telecommunications law firm Heuking Kühn Lüer Wojtek was now awarded the contract for Lot 1 and 2. The international experience in the satellite, aviation and technology sectors combined with the required manpower and the local presence were the reason why this team, led by Michael Schmittmann (Heuking), Jan-Peter Ohrtmann, Marc-Oliver Brock (PwC Legal) and Jiri Hornik (KSB), were first to win.
"We look forward to this high-profile and long-term mission and the collaboration with specialists at GSA, which represents a great responsibility," said the three representatives of the consortium.
Schmittmann and Brock know each other from working together at Heuking Kühn Lüer Wojtek, before Brock joined PwC Legal in 2016. Schmittmann and Hornik have been working together for years in the World Service Group (WSG) in the field of technology, communications and data protection. Heuking Kühn Lüer Wojtek is the German partner in the WSG, KSB the Czech. PwC Legal Germany involved its network firm PwC Legal Czech, which closely collaborate in international projects.
The core team consisting of 18 consultants and possibly other legal experts from the three law firms.
With about 350 legal and tax advisors as well as notaries, Heuking Kühn Lüer Wojtek is the fourth largest law firm in Germany in terms of lawyers. The firm has a special reputation in the media and telecommunications industry and in the legal areas of information technology, data protection and procurement/competition law. In 2016 Heuking Kühn Lüer Wojtek was awarded the title “JUVE Law Firm of the Year” in Regulated Industries. The Munich based partner Dr. Thomas Jansen and the Frankfurt based salaried partner Markus Lennartz will lead the project team beside Michael Schmittmann.
Heuking Kühn Lüer Wojtek, Germany
Mummert & Company and Stout Risius Ross (SRR), independent, international corporate finance advisors headquartered in Munich respectively Chicago, USA, exclusively advised the shareholders (Baird Capital Partners Asia, Singaporean Individual Investors, Management) on the sale of Boston Plastics (Shanghai) to US Farathane Corporation, a portfolio company of The Gores Group. The transaction was completed on January 22, 2016. Financial terms of the transaction will not be disclosed.
Boston Plastics is a Shanghai headquartered manufacturer of plastic injected molded components and assemblies for the automotive, industrial, and consumer end-markets. Boston Plastics delivers these products to a world class customer base consisting of multinational, blue chip customers such as Dräxlmaier Group, Delphi Automotive, and Grammer AG, among others. Furthermore, the Company has earned its way into some of the world’s top OEMs, including Audi, BMW, Ford, General Motors, Daimler, and Volkswagen.
The acquisition of Boston Plastics further accelerates US Farathane’s strategic initiative to become a global supplier to its customers. Boston Plastics’ three production facilities in China (Shanghai, Taicang, Changchun), together with its highly experienced management team, provide the buyer with a strong presence to serve the Asian market and a direct Chinese footprint for the local automotive market. Additionally, the acquisition provides US Farathane the opportunity to distribute to existing OEM customers in both the U.S. and China.
Dirk Liedtke, Managing Partner at Mummert & Company, comments: “This mandate has once more put us in close contact and negotiations with numerous worldwide investors and globally renowned multinational automotive suppliers. Due to Mummert & Company´s and SRR´s long-standing cooperation in the automotive sector, we were able to combine our established international automotive interior and exterior plastics expertise which led to a successful closing.”
Mummert & Company Corporate Finance GmbH, Germany
National law firm Shoosmiths advised Truworths International on the acquisition of an 88.9% stake in fashion footwear chain Office Retail Group. Shoosmiths was recommended to Truworths by leading South African law firm ENSafrica through WSG. ENSafrica has been advising Truworths in Southern Africa for many years.
The deal, completed in December, is valued at R5.5 billion (£256 million) and marks the South African fashion retailing group's entry in to the UK retail market. Truworths CEO, Michael Mark, said the acquisition provides Truworths with access to the UK and continental European retail markets and the opportunity to diversify the group's customer base and earnings. Mark also said, “Our partnership with Shoosmiths was key to Truworths successfully navigating the numerous legal and practical complexities relating to the acquisition and the funding thereof. Their versatility, thoroughness and accessibility throughout the process contributed greatly to the timeous conclusion of the transaction. The Shoosmiths team played a most important role in ensuring the work being carried out by the various advisers associated with the acquisition proceeded in a well-co-ordinated and informed manner.”
Kieran Toal, Shoosmiths corporate partner, said of the acquisition, “It is a pleasure for us to advise Truworths on this globally significant acquisition and we very much appreciate being recommended as a law firm with strong retail expertise through the World Services Group. This has been a heavily partner-led transaction. Given this is Truworths' first European acquisition and Office has such a large footprint, a number of our teams have been involved in working very hard to get this deal over the line. We wish Truworths every success in their investment in to Office.”
Shoosmiths LLP, England
Shepherd and Wedderburn acted for BergenOil AG, a company owned by a longstanding Heuking Kuhn Luer Wojtek client on the instructions of Dirk Kolvenbach. Shepherd and Wedderburn provided advice on a significant investment by their client in Aurora Energy Resources Limited. Aurora is a private oil and gas exploration company based in Aberdeen which holds Petroleum Exploration and Development Licence (PEDL) 164 covering 100km2 of West Lancashire and Merseyside. Aurora is engaged in the exploration for shale gas in the UK, based on hugely successful analogues from the United States.
Dirk Kolvenbach said, "This was a new type of investment for our client into a highly complex and regulated environment. We were delighted with the commercial and legal advice that we got from Paul Hally’s energy team at Shepherd and Wedderburn. It meant that the client went in with their eyes open, understanding the nature of the investment and opportunity and risks."
Paul Hally said, "We were delighted to be able to support Dirk on this occasion in such a frontier area of investment activity in the energy sector. It is another very tangible example of the ability of WSG firms together to provide international coverage for their clients in leading industrial sectors globally."
Shepherd and Wedderburn LLP, Scotland
WSG Dutch legal member Van Doorne provided urgent assistance on Dutch corporate law to WSG Czech legal member Kocian Solc Balastik in the closing of a transaction on the eve of Christmas 2014.
Sasha Stepanova from Kocian Solc Balastik noted: "Once again, the immense value of the close professional contacts in WSG has been demonstrated to us - this time just hours before Christmas! In preparing to close a deal for our client, a situation arose where we urgently need Dutch law review of a new document. There was literally no time to spare - so I picked up the phone and called Johan Boeren directly. As luck would have it, he was also in the middle of closing his own deal - but with incredible grace, professionalism and that WSG willingness to go the extra mile, he went out of his way to provide us with the Dutch law support that we needed on that snowy night. He saved the situation .... and ensured that our clients and ourselves indeed had a Christmas!".
Sasha Stepanova, Kocian Solc Balastik, Czech Republic
WSG legal member firms SyCip Salazar Hernandez & Gatmaitan (Philippines), Shearn Delamore & Co. (Malaysia), and Makarim & Taira (Indonesia) banded together to provide the latest commercial and legislative developments in each country at the ALB Hong Kong 2014 In-House Legal Summit. This event, sponsored by Asia’s most respected legal industry publication, Asian Legal Business Magazine provides a unique platform for the exchange of ideas sharing best practices among senior level corporate counsel, business leaders, and private practice lawyers. Shearn Delamore’s Ng Swee Kee and Yee Mei Ken discussed foreign investment in Malaysia. Kurniawan Tanzil of Makarim discussed the new negative list in Indonesia and taking advantage of the more favorable investment client. SyCipLaw’s Carina Laforteza spoke of recent developments in foreign investment laws for those interested in investing in the Philippines. This collaboration by the Asia Pacific member firms further proves the support and networking capabilities of the global network of WSG.
Monique Galza, SyCip Salazar Hernandez & Gatmaitan, Philippines
WSG China member, Dacheng Law Offices, has launched an international presence initiative by calling on two European members. This visit not only further expands the networking capabilities of the member firms, the visit aims to develop new benefits by offering opportunities to contribute and grow globally.
Both European members, Szecskay Attorneys at Law (Hungary) and Kocián Šolc Balaštík (Czech Republic) welcomed the visit to further the connection between the two regions. With the new benefit of tracking referrals within the WSG database, member visits will further encourage collaborations and boast participation.
Jiaolu Zhou, Attorney at Dacheng Law Offices comments, “Thanks to the WSG which provides us with such a good network. I believe all the firms will connect closer to each other after these visits.”
Jiaolu Zhou, Dacheng Law Offices, China
De Comarmond & Koenig, the oldest and largest firm of attorneys in Mauritius, has entered into a joint venture with ENSafric,a the No.1 law firm in Africa. The Mauritius joint venture law firm will practice under the name “ENSafrica (Mauritius)”. It is the first time a leading Mauritian law firm enters into such a joint venture and it is a landmark in the Mauritius legal market.
According to Piet Faber the CEO of ENSafrica, “Mauritius plays an important part in the region and is the gateway into Africa. We are delighted that such an established Mauritian firm as De Comarmond & Koenig has joined ENSafrica. De Comarmond & Koenig has its roots in Mauritius since 1828 and has an in depth knowledge of the Mauritian legal market. This is what the international clients are looking for. As the leading law firm in Mauritius, it has blue chip domestic clients and provides legal service to multinational corporations. ENSafrica (Mauritius) has a very promising development potential and forms part of the footprint which ENSafrica is establishing throughout Africa”.
On the Mauritian side, the arrival of the largest African law firm in Mauritius is seen as an exciting new development. According to Thierry Koenig, “We are proud that ENSafrica, the largest law firm in Africa, has chosen De Comarmond & Koenig and joined forces with us to incorporate ENSafrica (Mauritius). This will undoubtedly broaden the range of legal services provided in Mauritius supported by multidisciplinary teams of dedicated and high-quality professionals. This is a major and unparalleled development in the Mauritius legal market”.
ENSafrica comprises over 550 legal, forensic, tax and intellectual property practitioners and currently operates out of its offices situated in Johannesburg, Cape Town, Durban, Stellenbosch, Kigali (Rwanda), Bujumbura (Burundi) and Kampala (Uganda). De Comarmond & Koenig, the oldest law firm of attorneys and the largest practice in the island is engaged in the general practice of the law with particular emphasis on corporate and commercial law, banking, merger and acquisitions, litigation, intellectual property and insolvency. De Comarmond & Koenig is the standing legal adviser of various major Mauritian public listed companies and conglomerates.
ENSafrica (Mauritius) will be headed by Thierry Koenig, Senior Attorney, and Mauritian team of De Comarmond & Koenig with all the staff and professionals will all be under ENSafrica (Mauritius). From what is gathered from various quarters ENSafrica (Mauritius) is to play a significant role in Mauritius as this joint venture is seen as a statement of vision and an important step in developing a leading financial services centre in the region. Various voices in the Mauritian legal profession suggest that this move might be seen as the beginning of a new trend with other Mauritian firms following suit.
A German mid-sized and internationally active company specializing in fire fighting systems obtained an order for the design, delivery and installation of several complex fire fighting systems for major transportation infrastructure projects in Brazil. The corresponding complex systems of draft contracts were subject to Brazilian law and had to reflect not only the technical complexity of the matter and the potential impact on life and safety, but also several particularities of Brazilian public law.
The company had been a client of Germany's WSG member Heuking Kuehn Luer Wojtek for many years, and had welcomed a delegation of IP lawyers from different WSG member firms during the 2nd WSG Patent Law Workshop in April 2013, among them Fernando Braune of WSG Brazil (Veirano). As a consequence, it was only natural that the company asked Heuking Kuehn Luer Wojtek in October 2013 to involve Veirano in order to review the draft contracts and to propose and negotiate amendments.
When travelling in Brazil, for example during the Olympic Games or the Football World Championship, one will benefit from the results of this cooperation: fire safety in public transportation systems.
Heuking Kühn Lüer Wojtek, Germany
Shearn Delamore (Malaysia), Stamford Law (Singapore) & Weerawong C&P (Thailand) collaborate on takeover of Fraser & Neave. The deal led to Southeast Asia's biggest corporate takeover, valued at around $11 billion. This deal was awarded by Asian Legal Business Southeast Asia Awards 2015 as the 'SE Asia Deal of the Year', 'SE Asia MA& Deal of the Year' and 'IPP Advisors PTE LTD Award Singapore MA& Deal of the Year'.
This honor and highly recognized success, further promotes the unparalleled value of WSG member firms across boarders.
Shearn Delamore & Co., Malaysia
WSG member for Quebec in Canada, Lavery, de Billy, L.L.P represented Demilec Inc. and its affiliates Premilec Inc., Cornell Chemicals Ltd., Polyurethane Foam Systems Inc., Demilec (USA) LLC, and Premilec (USA) LLC (collectively, the Demilec Group) with respect to the sale of substantially all of the Group’s assets to companies controlled by Sun Capital Partners, Inc., an investment fund based in Florida. WSG member for Texas in the United States, Haynes and Boone LLP, acted as U.S. legal counsel to Demilec Inc. in this transaction. Mr. Jacques Larivière, the founder and majority shareholder of the Demilec Group, has in the course of the same transaction acquired a substantial non-controlling position in the purchasing entity. The transaction closed on September 30, 2013. The purchase price of the transaction is undisclosed.
The Demilec Group is active in Canada and the United States. It has been developing, manufacturing and distributing polyurethane foam insulation systems, as well as specialized foam-based insulation products for residential and commercial development since 1983.
The Lavery team was led by André Vautour (business law), assisted by Jean-Sébastien Desroches, Ariana Lisio, Sive Burns and Raphaël Bacal (business law), Yvan Biron and Sophie Prégent (environmental law), Luc Pariseau, Philippe Asselin and Martin Bédard (taxation), Josiane L’Heureux and Nadine Landry (labour and employment law), Dominique Bélisle (financing and real estate) and Carolle Vaudry (paralegal).
Haynes and Boone LLP acted as U.S. legal counsel to the vendors with a team headed by George Wang (business law), assisted by Casey Cohn (business law), Keenan Kolendo (real estate law), Debra Hatter and Nora Whitehead (competition law), and Carie G. McKinney (environmental law).
André Vautour, Lavery Lawyers, Canada
WSG legal member firms Ulmer & Berne LLP (USA, Ohio) and WSG Heuking Kühn Lüer Wojtek (Germany) collaborated in advising a German stock-listed company, regarding possible reactions to threatening US patent disputes in the area of online shops. A non-practicing entity (a so-called "patent troll") with a US patent on online shopping solutions could put an end to the client's core business: designing and operating worldwide online platforms for distributing and maintaining software and IT solutions.
The client was not familiar with US patent disputes and could neither evaluate the risks (potentially in the area of several million US-Dollars) nor take steps to mitigate them. The WSG Patent Law Practice Group - in this case composed of patent experts from Germany and the USA - advised the client, in October and November 2013, about the appropriate measures in potential US proceedings and towards the customers.
Anton Horn, Heuking Kühn Lüer Wojtek, Germany
WSG legal members Heuking Kühn Lüer Wojtek (Germany), Garrigues (Spain), and Kocián Šolc Balaštík (Czech Republic) collaborated on a deal in which Heuking Kühn Lüer Wojtek advised Korean investor Dongkook Industries Co. on the acquisition of German automotive supplier Innovative Components Technologies GmbH (ICT). ICT GmbH is primarily a manufacturer of plastic parts for the automotive industry, with two plants in Germany and one each in Spain and the Czech Republic which generate annual revenue of about EUR 200 million. Heuking Kühn Lüer Wojtek's team was led by Partner, Mathias Schröder. The acquisition was completed in an asset deal, with the special investment vehicle KDK Automotive GmbH acting as buyer. All shares in both of ICT's two foreign subsidiaries were acquired. The law firms of Garrigues and Kocián Šolc Balaštík, acted on behalf of the buyers in the acquisition of the foreign subsidiaries.
In a true WSG network collaboration, the WSG investment banking member, SRR, from Michigan referred the buyer to Heuking Kühn Lüer Wojtek who then suggested the participation of Garrigues, and Kocián Šolc Balaštík to join the international legal team for the transaction on behalf of the buyer. By chance, on the side of the seller, WSG German investment banking member, Mummert & Company Corporate Finance GmbH, were already engaged. This was a very successful transaction and a great example of the benefits of a multidisciplinary global organization.
Contact to Buyer, Dongkook Industries Co.: Stout Risius Ross (SRR)
Counsel to Buyer, Dongkook Industries Co.:
Heuking Kühn Lüer Wojtek, Munich: Mathias Schröder (Lead), Alexander Weber, Helge-Torsten Wöhlert (all Corporate/M&A), Stephan Degen (Insolvency Law), Reinhard Siegert (Antitrust Law), Ulrike Helkenberg (Trademark Law), Anita Bohn (Distribution Law and Antitrust Law), Fabian Gerstner (Public Law) and Steffen Wilberg (Real Estate). Heuking Kühn Lüer Wojtek, Cologne: Martin Reufels, Kerstin Deiters, Markus Schmülling (all Employment Law). Heuking Kühn Lüer Wojtek, Düsseldorf: Anton Horn, Sönke Popp (both IP).
To view press release detailing the Buyer transaction: Heuking Kühn Lüer Wojtek advises Korean investor Dongkook Industries Co. on the acquisition of automotive supplier Innovative Components Technologies GmbH
Investment Bank to Seller, Innovative Components Technologies (ICT) GmbH: Mummert & Company Corporate Finance GmbH
To view the press release detailing the Seller transaction: Mummert & Company Exclusively Advises on the Acquisition of the Automotive Supplier ICT GmbH Through DONGKOOK IND. CO., Korea
Mathias Schroeder, LL.M., Heuking Kühn Lüer Wojtek, Germany
Minter Ellison and eight other Asian WSG firms recently assisted WSG member for Australia, Mongolia and New Zealand, Minter Ellison, following a request from a Minters client, one of Australia's largest construction groups.
WSG member Minter Ellison was asked if they could pull together some general know how on doing business in certain Asian jurisdictions on a short notice. The WSG firms that were contacted provided high quality guides and links covering Brunei, Cambodia, China, Indonesia, Laos, Macau, Malaysia, Mongolia, Myanmar, Philippines, Taiwan, Thailand and Vietnam on areas including tax, real estate, employment and financing.
The client was very impressed and very grateful with the hope they will now look to engage the relevant firms for specific advice.
Minter Ellison would like to express its thanks to the firms that collaborated on this:
LCS & Partners
Makarim & Taira S
Shearn Delamore & Co
SyCip Salazar Hernandez & Gatmaitan
Weerawong, Chinnavat & Peangpanor
Peter Bartlett, MinterEllison, Australia
WSG members Brigard & Urrutia (Colombia) and Walder Wyss (Switzerland) collaborated on the direct and indirect USD 560 million sale of the leading Colombian pharmaceutical company Laboratorio Franco Colombiano LAFRANCOL S.A.S. to Chilean CFR Pharmaceuticals. The transaction was announced on August 10, 2012 and closed on December 11, 2012, after obtaining governmental approval from the Colombian antitrust authorities.
Brigard & Urrutia’s team, counsel to the Sellers, was led by Sergio Michelsen and Jose Romero, Partners, and included associates Dario Laguado (M&A), Alejandro García (Antitrust), Laura Carreño (Corporate), Tomás Holguín (Corporate), Christian Díaz (M&A), Juan Fernando Puerta (Corporate), Mauricio Montealegre (Labor), and Laura Loaiza (Intern, M&A). Brigard & Urrutia coordinated legal work in seven jurisdictions, with legal local counsel, where closings took place simultaneously. Walder Wyss’s team was led by tax partner Stephan Neidhardt and included Cornelia Gfeller (Corporate and Notarial Services) as well as Carla Lang (Tax).
Brigard & Urrutia has more than 75 years of experience and is at the forefront of legal services in Colombia, providing advice and assistance in all relevant areas of business law. The firm has an impressive record as legal counsel to a global clientele formed by industrial, commercial and service companies, banks and other financial institutions. Brigard & Urrutia represents a balanced combination of some of Colombia’s most prominent and up and coming companies as well as Fortune 500 companies and smaller companies.
Walder Wyss & Partners Ltd. is one of the leading business law firms in Switzerland, specializing in corporate and commercial law, banking and finance law, intellectual property and competition law, dispute resolution, and tax law. The firm advises national and international businesses and entrepreneurs engaged in trade, industrial production and the provision of services with particular expertise in various sectors (i.e. banking, finance, information technology, media, real estate, life sciences) and a full range of products.
Brigard Urrutia, Colombia
Michal Barlowski, Senior Partner and Weronika Pelc Partner of Wardyñski & Partners, served with David Messina, Executive Director of Hutton Energy,as panelists at the Oil and Gas Opportunities in Poland Shale Plays seminar hosted by Haynes and Boone, LLP on 7th February 2013 in Houston, Texas during the North America Prospect Expo (NAPE), the world’s largest E&P exposition.
Moderated by Haynes and Boone, LLP Partner Brad Richards, the panelists shared insights about the current state of shale plays in Poland and surrounding areas of Europe, as well as how to make related investments in those areas. Attendees enjoyed Messina’s sharp commentary about Hutton’s experience exploring Polish Shale plays, while Barlowski and Pelc focused on the major legal implications of Shale Oil and Gas investments in Poland. All the panelists were well-received for their insights onthe similarities and differences between the American and Polish market, as well as the opportunities and challenges companies may face when investing or conducting business in Poland.
Home to numerous energy companies, Houston enjoys a strong reputation as the oil and gas capital of North America. It is home to many of the world’s key energy players and organizations.
Haynes and Boone, LLP is an International Corporate Law Firm with offices in Texas, New York, California, Washington, D.C., and Mexico City, providing a full spectrum of legal services with more than 525 attorneys.
Wardyñski & Partners is a Polish law firm with 130 lawyers and an international client portfolio since 1989. It is a full service firm operating through four offices in Poland and one in Brussels.
Wardynski & Partners, Poland
Delphi and Van Doorne represented Unilin and Mohawk Industries, Inc. (NYSE: MHK) on the acquisition of Pergo for USD 150 Million cash. Pergo is a leading manufacturer of premium laminate flooring and has been a leader in laminate flooring technology, including unique patents on design and installation methods. Pergo operates manufacturing facilities in Sweden and the U.S. and has the most recognized brand in the U.S. and Europe.
In commenting on the acquisition, Jeffrey S. Lorberbaum, Chairman and CEO of Mohawk Industries, Inc., stated, "Pergo is a leader in laminate flooring in the U.S. and Nordic countries with premium value added strategies. This acquisition complements our specialty distribution network with Pergo's strength in the U.S. DIY channel. In addition, Pergo leverages our geographic position and provides opportunities to enhance Unilin's patent portfolio. The combination of the entities offers significant opportunities to optimize the assets of both companies while enhancing the design and product performance of both brands."
Delphi’s team was led by David Aversten and Magnus Björkander and included Paula Hogéus, Elisabeth Eklund, Johan Hübner, Sverker Bonde, Erica Nobel, Michael Juhlin, Fredrik Mörner, Erika Rosenberg, Andreas Wirén, Rickard Isacson, Gunnar Svedberg, Daniel Svensson-Lundqvist, Johan Wijk and Oscar Jansson. Local legal counsel included inter alia Simont Braun, Van Doorne, Gleiss Lutz, Herbert Smith, Vischer, and others.
Delphi coordinated the legal work in all 14 jurisdictions outside of the US, with the aid of local legal counsel.