Alla Kuznetsova
Senior Associate
+ 372 640 7170
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Alla Kuznetsova is a Senior Associate of M&A and corporate law practice group specialising in the fields of M&A, Business & Contract Law and General Corporate Law.
Alla has previously worked for the Estonian Ministry of Justice and law firm Glimstedt and has done an internship with one of the leading law firms in Michigan, USA.
Alla has obtained a MA degree in law from the University of Tartu and has also studied as an exchange student in the University of Liège, Belgium. Currently she is pursuing a Master’s degree in International Business Administration (Strategic Financial Management module) at Estonian Business School.
Alla Kuznetsova
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BaltCap invests in Tradehouse, a leading omnichannel player in Estonian beauty product sales
BaltCap Growth Fund (BGF) invests in Tradehouse, the leading beauty products wholesale and retail company in Estonia to further accelerate its growth. BaltCap acquires majority share, the founders of the company, Avo and Angela Kivimaa, retain a minority share and continue supporting the company as members of the supervisory board.
Founded in 2002, Tradehouse has evolved into a unique concept of omnichannel beauty product seller operating 5 large-format stores, a highly successful e-commerce platform and a professional training center in Estonia. The company´s strong track record of growth roots in a wide range product offering to professional and retail clients, best-in-class customer service, and fast and reliable delivery.
„As owners and managers of Tradehouse, our guiding principle has always been to build a business that shapes the future. Partnering with BaltCap will help us to further achieve this goal,” says the founder Avo Kivimaa. “I trust that BaltCap´s expertise in e-commerce, its international platform combined with local presence across the New Nordics, as well as its extensive network of advisors will be the key to our future success,” Kivimaa added.
Sten Sonts, Investment Director at BaltCap says the team is excited to further accelerate company’s growth and expresses gratitude to Tradehouse founders for their trust.
“Avo and Angela Kivimaa have built a unique and well-established ecosystem in the beauty sector. The business has proven its resilience by withstanding disruption caused by COVID-19 and pursuing robust growth attributable to omnichannel sales,” Sonts commented. “BaltCap looks forward to supporting Tradehouse’s plans to expand its e-commerce segment and explore the opportunity to internationalise its concept,” Sonts confirms.
BaltCap was advised on the deal by Ellex Raidla’s Partner Ermo Kosk, Senior Associates Alla Kuznetsova and Martin Mäesalu, and Associates Merlin Liis and Kevin Gerretz.
We advised institutional infrastructure investors on the acquisition of Adven
We advised institutional infrastructure investors on the acquisition of Adven, a leading provider of clean energy solutions across the Nordics and Baltics, from Infracapital, the infrastructure equity investment arm of M&G Plc, and AMP Capital.
Adven is a leading provider of clean energy solutions, providing outsourced infrastructure with a comprehensive, competitive and sustainable offering. Adven's business is comprised of two segments, Industrial Energy Solutions, and Real Estate Heating & Cooling, which deliver clean energy solutions to its customers across five Nordic and Baltic countries. The company, which develops its energy infrastructure through a finance, build, own and operate model, currently delivers energy to well over 300 sites corresponding to an installed capacity of approximately 2GW.
"If otherwise the Nordic winter can be scary for those coming from further afield, then the local climate creates good preconditions for the heat production and district heating business. Buyers' interest in infrastructure companies in our region is constant. Advising on an M&A transaction in the field of infrastructure requires the involvement and smooth cooperation of many experts. In addition to a good opportunity to participate in the project, we are pleased to see how continued investments in the heat sector will increase efficiency and promote environmental and climate goals,” said Martin Triipan, Ellex Raidla's partner who advised the client.
The Ellex Raidla team which advised on the transaction was led by partner Risto Vahimets and senior associate Alla Kuznetsova. The team included partner Martin Triipan, senior associates Hanna Pahk, Kaisa Laidvee and Martin Mäesalu, associate Merlin Liis and lawyer Andrei Nirk.
White & Case acted as the lead counsel on this deal.
We advised LHV Group in relation to the public offering of subordinated bonds
Our Partner Gerli Kilusk and Senior Associates Kadi Sink, Alla Kuznetsova and Anneli Krunks advised LHV Group in relation to the public offering of subordinated bonds.
The public offering of AS LHV Group subordinated bonds ended on Friday, 25 September. As the initial issue volume of EUR 25 million was oversubscribed, LHV Group used its right to increase the issue volume to the maximum permitted volume of EUR 35 million.
Altogether 3,069 investors participated in the issue, subscribing to subordinated bonds for a total of EUR 85.3 million. This means that the initial issue volume was oversubscribed 3.4 times. The subscription period started at 10.00 on 16 September and ended at 16.00 on 25 September.
"Investors showed great interest and trust towards LHV and our ambitions. LHV’s largest bond issue to date, was subscribed to by the most investors to date and they also wished to invest the highest sum to date. The funds raised help us strengthen our capital structure and support the growth of our business and market position. The loan portfolio of LHV is growing swiftly, also we are finalizing the acquiring of Danske’s Estonian corporate and local governments' credit portfolio. As with previous issues, we wanted to see all subscribers as our investors, however regarding the allocation of bonds we preferred the existing securities’ owners first and secondly customers of LHV," Madis Toomsalu, CEO of LHV Group commented.
As a result of the issue LHV Group issued subordinated bonds with a nominal value of 1,000 euros, an interest rate of 6.0% per annum and a maturity date of 30 September 2030. The bonds will be listed on Nasdaq Tallinn Stock Exchange.
LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group's key subsidiaries are LHV Pank and LHV Varahaldus.
Read more HERE.
Deal closed: we advised Blackstone on completing the acquisition of a majority stake in Luminor bank for EUR 1 billion
On September 30, 2019 after approvals from the Baltic regulators, the European Commission and the European Central Bank, the US private equity giant Blackstone Group has closed acquisition of a 60 % majority stake of Luminor shares, one of the leading banks in the Baltics, from its owners Nordea Bank and DNB bank for EUR 1 billion.
Nordea Bank and DNB bank will retain an equal 20 % equity stake in Luminor. Additionally, Blackstone has entered into an agreement with Nordea to purchase their remaining 20 % stake over the coming years.
Ellex together with the global law firm Allen & Overy advised Blackstone on the acquisition of bank Luminor. The Ellex team was led by partner Sven Papp and senior associate Alla Kuznetsova in Estonia. This deal is the largest M&A deal in Baltic history.
Luminor was created through a merger of Nordea bank and DNB bank in the Baltics in 2017. It is the third largest bank in the Baltic region.
Blackstone is one of the world’s leading investment firms founded in 1985. The firm has over 24 offices with 2 500 employees worldwide. The portfolio companies employ over 400 000 people across the globe.
Read more here.
Coop Pank has selected Ellex Raidla as legal adviser for the initial public offering (IPO) of its shares
In early June the supervisory board of Coop Pank instructed the bank’s management board to begin preparations for the public listing of shares on Tallinn Stock Exchange. The earliest that the IPO could take place is in autumn 2019.
For the initial public offering (IPO) of its shares, Coop Pank has selected Ellex Raidla, a law office with many years’ experience of advising on banking, finance and securities market law and IPOs, as its legal adviser, while communications adviser will be Agenda PR and financial adviser LHV.
Ellex Raidla team is led by Partner Raino Paron as well as Senior Associates Alla Kuznetsova and Kadi Sink.
Read more HERE.
Ellex Raidla advised Gamesys Estonia OÜ in relation to its merger with JPJ Group
London-listed gaming operator JPJ Group PLC has entered into an agreement to acquire Gamesys Ventures in a transaction valued at up to €547million. This transaction is all 3: acquisition, reverse takeover and merger. Due to the scale of Gamesys and the fact that it’s a private company, the reverse takeover structure enables Gamesys to merge with a public company.
While the London game business is not part of the merger (it will be spinoff independently) Gamesys Estonia OÜ is. This means that by end of September this year, the deal is expected to be completed and Gamesys Estonia OÜ will be owned by a public company. The new public company will be renamed Gamesys Group plc.
This deal is one of the biggest in the industry. The main rationale for the deal was the increased financial benefits, power and development opportunities that bringing the two companies together would create.
The Estonian law aspects of the transaction were advised by Ellex Raidla Partner Sven Papp and Senior Associate Alla Kuznetsova.
Read more HERE.
We advised Amserv Grupp on the sale of Ascar Auto
Amserv Grupi AS sold its subsidiary Ascar Auto AS to Autospirit AS and will focus on developing the volume of sales, market share and customer service of Toyota and Lexus.
Amserv Group is one of the biggest sellers of new and used cars and car service companies in the Baltics. Before the sale the firm had the right of representation for five brands (Toyota, Lexus, Opel, Chevrolet, Saab, Hyundai and Peugeot). Amserv employed over 400 employees in Estonia and Latvia, and has 11 sales and service centres located in Tallinn, Pärnu, Tartu, Paide, Viljandi and Riga. All centres sell new and used cars, spare parts and offer maintenance services.
The Ellex Raidla’s team consisted of Partner Risto Vahimets, Senior Associate Alla Kuznetsova and Associate Anna Trine Raudsepp.
We advised Livonia Partners AS on the acquisition of Fenestra AS
Private equity fund manager Livonia Partners has been permitted by the Estonian Competition Authority to buy 60% of the shares in AS Fenestra.
Fenestra and the companies controlled by it engage in the manufacture, sale and installation of wood-aluminium windows and balcony doors. Prior to the consolidation, the Fenestra group is made up of the Finnish branch Fenestra AS Sivuliike and subsidiaries Fenestra Suomi Oy, of which Fenestra owns 100%, and Fenestra Ikkunat and Ovet Oy, of which Fenestra owns 51%.
Livonia Partners is a private investment team based in the Baltics and manages investments worth altogether 83 million euros via Livonia Partners Fund I and Livonia Partners EIF Co-Investment Fund.
The transaction was advised by Ellex Raidla’s Partner Sven Papp, Counsel Jaanus Ikla and Senior Associates Gerda Liik and Alla Kuznetsova.
Ellex and Allen & Overy advise Blackstone on the acquisition of a majority stake in Luminor for EUR one billion
On September 13, 2018 Luminor, one of the leading banks in the Baltics announced that it has entered into a new strategic corporate partnership with a consortium led by private equity funds managed by Blackstone (“Blackstone”). As part of the transaction, the consortium will acquire a 60% majority stake in the bank from its current owners Nordea Bank AB (“Nordea”) and DNB BANK ASA (“DNB”) for a cash consideration of €1 billion.
Nordea and DNB will retain an equal 20% equity stake in Luminor and will continue to support the bank with long term funding, expertise and ongoing representation on the Board of Directors. Additionally, Blackstone has entered into an agreement with Nordea to purchase their remaining 20% stake over the coming years.
Ellex together with Allen & Overy is advising Blackstone on the acquisition of the billion-euro stake in Luminor. The deal is the largest M&A transaction in Baltic history.
The Ellex team was led by partner Sven Papp and senior associate Alla Kuznetsova in Estonia, partners Zinta Jansons, Egons Pikelis and associate partner Valters Diure in Latvia, and partners Dovile Burgiene and Gediminas Reciunas in Lithuania.
Blackstone stated about the acquisition: “The transaction represents the largest majority stake acquisition of a universal bank by private equity in the last decade globally, and one of the largest M&A transactions in Baltic history”.
Blackstone is one of the world’s leading investment firms, which seeks to create a positive economic impact and long-term value for its investors, companies and the communities. Blackstone leads a consortium of investors comprising funds managed by Blackstone and other long-term institutional investors.
Luminor is the third largest bank in the Baltic region and was established as an independent Baltic bank in 2017 built on the Baltic businesses of Nordea and DNB and combining the experience and knowledge from the Nordic countries.
Ellex Advised Enefit Green with the Acquisition of Nelja Energia
Ellex team advised the third biggest Estonian deal ever where Eesti Energia AS's fully owned subsidiary Enefit Green AS acquired Nelja Energia AS.
On 29 May 2018 Eesti Energia AS's fully owned subsidiary Enefit Green AS as the buyer, and Vardar Eurus AS and minority shareholders as the sellers entered into a Share Purchase Agreement regarding all the shares in Nelja Energia AS, a renewable energy producer and developer in the Baltic countries. The transaction remains subject to approval by the County Executive Board of Buskerud County Administration, and customary approvals and clearances by relevant competition authorities.
The consideration payable for 100% of the shares of Nelja Energia amounts to 289 million EUR. In addition, the buyer assumes Nelja Energia’s net debt which amounted to 204 million EUR as at the end of 2017.
The transaction concerns 100% of the shares of Nelja Energia AS. Vardar AS has agreed (through its subsidiary Vardar Eurus AS) to sell its 77% holding of the shares in Nelja Energia. The remaining 23% of the shares is acquired from a number of Estonia based minority investors.
The Ellex Raidla team in Estonia included Partners Sven Papp, Martin Käerdi, counsels Triin Frosch, Toomas Kasesalu, Senior Associates Alla Kuznetsova, Sandra Värk, Gerly Lõhmus, Rauno Klemm, Martin Mäesalu, Associate Triin Tiru, Lawyers Anna Trine Raudsepp and Kevin Gerretz. In Latvia the client was advised by Partner Raimonds Slaidins, Senior Associate Iveta Ceple and associates Marta Cera and Beata Plocina. In Lithuania the Ellex Valiunas team was led by Partner Paulius Gruodis and included Associate Mantas Juška, Junior Associate Arvydas Grušeckas and Senior Associate Arnoldas Puodžius.
We advised one of Estonia's most successful start-up company, ZeroTurnaround, on the sale of its business to Rogue Wave Software Inc
Ellex Raidla team advised the Estonian start-up company ZeroTurnaround on the sale of its business to Rogue Wave Software Inc., a US software company.
ZeroTurnaround is a software company founded by Estonians Jevgeni Kabanov and Toomas Römer. The company develops and sells JRebel, a Java integrated development environment plugin that eliminates the build and redeploy phases of the Java EE development cycle.
ZeroTurnaround has received funding at least $13 million; among the investors, there can be listed for example investment firm Bain Capital as well as Western Technology Investment. The company got the latest round of funding from investors in July 2015.
Zero Turnaround was advised by Partner Sven Papp, Counsel Mari Must, Senior Associate Alla Kuznetsova and Lawyer Mirko Kikkamägi.
We Represented the Shareholders of Baltic Retail Properties in the Sale of a 70 Percent Shareholding to the Fund CPA®:17
We represented the shareholders of Baltic Retail Properties, BRP (the President of Kesko Senukai Artūras Rakauskas, the founder of Senukai network Augustinas Rakauskas and the investment group Žabolis ir partneriai) in the sale of a 70 percent shareholding to the US company W. P. Carey’s managed fund CPA®:17 – Global and a 10 percent shareholding to Kesko. In the Baltic countries, BRP possesses 19 commercial and logistics buildings that are leased to Kesko-Senukai (leading DIY operator in the Baltics). Following this transaction, BRP shareholders hold 20 percent of BRP shares. This has been the largest real estate portfolio transaction in the Baltic region this year.
Ellex Raidla team involved Partner Martin Käerdi and Senior Associate Alla Kuznetsova , In Latvia the client was advised by Senior Associate Māris Brizgo and in Lithuania - Associate Partner Indrė Jonaitytė-Gricė, Senior Associate Donata Montvydaitė, Partner Tomas Milašauskas, Senior Associate Rūta Besusparytė and Senior Associate Laurynas Narvydas.
Read more HERE.
Ellex Raidla advised TPG Special Situation Partners with granting a loan to Pro Kapital
Ellex Raidla advised international Financing Platform TPG Special Situation Partners with granting a 65 million euro loan to Pro Kapital.
The financing agreement ensure full funding for the T1 -shopping and entertainment center. The shopping center will be opened in autumn 2018.
The team at Ellex Raidla included the partner Risto Vahimets and Alla Kuznetsova.
We advised Laurus Properties in the acquisition of the Baltic property portfolio from Geneba
Ellex Raidla together with Ellex Valiunas advised Laurus Properties (on behalf of Northern Horizon ) in acquisition of the Baltic commercial real estate portfolio from Geneba Properties N.V. The portfolio consists of 42 commercial buildings, mostly accommodating the Baltic branches of SEB.
Laurus is a joint venture established between Northern Horizon and the clients of Partners Group to invest into and manage the commercial property in the Baltics and Gdansk, Poland.
Antanas Anskaitis, Investment Manager at Northern Horizon Capital, says: “Without a doubt, they are the A-class law firm by any international standards.”
Ellex Raidla advised the client in all stages of the transaction, including preparing legal due diligence. We also advised our client in drafting the acquisition and security documents and corporate issues related to the transaction.
Estonian team was led by partner Martin Triipan with associates Alla Kuznetsova, Martin Mäesalu and lawyer Kaspar Kolk.
Additional information about the deal is available here.
We advised Trilini Energy OÜ in the acquisition of shares of Eesti Gaas
Ellex Raidla advised Trilini Energy OÜ, a company partially owned by investment holding Infortar, in the acquisition of 51,4% of shares of Estonia's gas utility Eesti Gaas from Finnish energy group Fortum. The transaction is subject to necessary regulatory approvals and customary closing conditions. The deal has to be improved by competition authorities of Estonia and Finland. The deal will be concluded in the first half of 2016.
Eesti Gaas is engaged in distribution and sales of natural gas. The group of companies consists of EG Ehitus that focuses on design and construction of gas pipelines and facilities and Gaasivõrgud that provides distribution services. Eesti Gaas employs 205 persons and has 1,570 free consumers and 41,160 home consumers.
Ellex Raidla law firm advised Trilini Energy in all stages of the transaction. The team conducted the legal audits of Eesti Gaas and its subsidiaries, prepared the offer to Fortum, advised the client in the negotiations of purchasing the shares and drafted the notice of the concentration.
Ellex Raidla experts that were involved in the project were counsels Tõnis Vahesaar and Triin Frosch, associates Reet Saks, Martin Mäesalu, Gerda Liik, Alla Kuznetsova and Gerly Lõhmus and lawyer Triin Tiru. The team was led by counsel Martin Käerdi.
Media coverage of the transaction:
Learn more about our experience in energy.
Advised Ukrselhosprom PCF LLC in the acquisition of majority shareholding in Marfin Pank Eesti AS
Raidla Lejins & Norcous advised Ukrainian company Ukrselhosprom PCF LLC in the acquisition of majority shareholding in Marfin Pank Eesti AS. The project team was led by partners Sven Papp and Raino Paron and included associate Alla Kuznetsova.
Ukrainian agricultural industry company Ukrselhosprom acquired 70.5427 per cent of shares in Marfin Pank Eesti, which were currently in the ownership of Marfin Popular Bank Public Co Ltd. Estonian Financial Supervision Authority has given approval to proceed with the transaction.
Ukrainian agricultural industry company Ukrselhosprom acquired 70.5427 per cent of shares in Marfin Pank Eesti, which were currently in the ownership of Marfin Popular Bank Public Co Ltd. Estonian Financial Supervision Authority has given approval to proceed with the transaction.
Ukrselhosprom is owned by Ukrainian industrial group Alef, consisting of over twenty companies, including a bank, an insurance company and an asset management company. Alef' s companies are owned by Ukrainian citizens Vadym Iermolaiev, the majority shareholder, and Stanislav Vilenskyy, minority shareholder.
Education
University of Tartu, Estonia
Master of Laws (LL.M.)
Master of Laws (LL.M.)
University of Liège, Belgium
Exchange Studies
Exchange Studies
University of Tartu, Estonia
Bachelor of Laws (LL.B.)
Bachelor of Laws (LL.B.)
Memberships
2015–
Estonian Bar Association
Member
Member
Publications
E-Residency - tool to access EU market
2017
E-Residency - tool to access EU market
e-Estonia means voting in elections from the comfort of your own living room, filing an income tax return in just five minutes and signing a legally binding contract over the Internet, from anywhere in the world. Non-Estonians can join the Estonian digital society and become e-Residents to enjoy digital services.
Capital Directive in Europe. The Rule on Incorporation and Capital of Limited Liability Companies, Estonian Chapter
2014
Capital Directive in Europe. The Rule on Incorporation and Capital of Limited Liability Companies, Estonian Chapter
Co-author
UK: Cambridge University Press, 257-282
2014