OP Financial Group will sell all shares of its non-life insurance company Seesam Insurance AS, including its Latvian and Lithuanian branches, to Vienna Insurance Group. The parties signed the share sale and purchase agreement on 18 December 2017. The transaction is subject to the approval by the local regulatory authorities.

 

Seesam was founded in 1991 in Estonia and has offices in all three Baltic countries. It has over 200,000 customers and sells its non-life products across all distribution channels. In 2016 the company reported gross written premiums of around EUR 60 million and currently has 335 employees.

 

Seesam’s parent undertaking, OP Financial Group, is Finland’s largest financial services group. OP offers diverse banking, asset management and insurance services to companies and private persons. The OP Group includes 180 member banks, over 4 million clients, nearly 12,000 employees and the total assets of the Group exceed 80 billion Euro.

 

Vienna Insurance Group has close to 200 years of experience in the insurance business. There are about 50 Group companies in 25 countries. Vienna Insurance Group has a staff of about 25,000 employees. The listed Vienna Insurance Group is the best-rated company of ATX, the leading index of the Vienna Stock Exchange. Its shares are also listed on the Prague Stock Exchange.

 

Ellex advised OP Financial Group on the sale of Seesam Insurance to VIG. In Estonia the client was advised by Partner Sven Papp and Senior Associates Gerda Liik and Martin Mäesalu, in Latvia the client was advised by Senior Associates Sarmis Spilbergs and Mārtiņš Gailis and Associate Kristiāna Matuzeviča, in Lithuana the client was advised by Partner Dovilė Burgienė and Senior Associates Lina Žolynė and Ilona Jančiauskaitė, Partner Marius Juonys, and Senior Associate Alina Makovska.

Stora Enso announced that has divested 100% of its shares in the Finnish Puumerkki Oy and the Estonian Puumerkki AS to Mimir Invest AB, a global investment firm.

 

Stora Enso is a leading provider of renewable solutions in packaging, biomaterials, wooden constructions and paper on global markets.

 

This divestment supports Stora Enso’s Wood Products division in focusing on its growth strategy and further build on the strength of the premium portfolio of products and services.

 

The transaction was advised by Ellex Raidla's Partner Sven Papp and Senior Associate Gerda Liik.

 

Read more HERE.

BaltCap Private Equity Fund II  managed by BaltCap has signed an agreement  to buy the business  operations  serving  the  local  markets in  the  Baltic  States  from European vending and coffee services company Selecta Group. Ellex, a circle of leading law firms in the Baltics, represented Selecta Group in the transaction.
 
Selecta is a leading vending and coffee services company in Europe. The company has grown its geographic market presence to 15 countries across Europe and serves 6 million consumers every day. The three Baltics businesses employ about 75 people and generate net sales in excess of € 10 million.
The transaction is a subject to the approval of the competition authorities. The transaction price is confidential.

The transaction in Estonoa was led by Ellex Raidla partner Sven Papp and senior associate Gerda Liik. The transaction in Latvia was led by Ellex Klavins senior associate Sarmis Spilbergs and partner Raimonds Slaidins. The transaction in Lithuania was led by Ellex Valiunas associate partner Povilas Zukauskas and associate Arturas Grimaila.

Ellex Raidla team advised East Capital Explorer in the transaction where Polaris Invest, owned by Indrek Kuivallik, purchased the shareholding of Starman from East Capital Explorer and became the only shareholder together with current co-shareholder Com Holding.

 

The loan for the transaction was granted by the telecommunication company Elisa whose aim is to become the owner of Starman’s Estonian business unit. Starman group is planning to divide the business units of the two countries in the first quarter of 2017. Polaris Invest and Com Holding will remain the owners of the Lithuanian unit. Until the Estonian and Lithuanian units are divided, Starman group will continue work with the new owners and current management.

 

The Ellex Raidla team included partners Risto Vahimets, Toomas Vaher, senior associate Gerda Liik and associate Maria Teder. Our partner Sven Papp advised Starman.

 

Telia Eesti AS (formerly AS Eesti Telekom) is one of the largest telecommunication companies in the Baltic states and a member of Telia Company. AS Eesti Telekom is a holding company registered and operating in the Republic of Estonia, whose subsidiaries provide telecommunications services.

 

The client was advised by partner Sven Papp, senior associate Gerda Liik.

 

Press release: Tark Grunte Sutkiene and Ellex Raidla Advise on Sale of IT Services Business to Telia Estonia.

Ellex Raidla advised on of the world’s leading online gambling games developer and – operator – Gamesys Limited – in the acquisition of an Estonian based software developer Snowcat Games.

 

Snowcat designs and develops a range of online gaming content with its main focus being on HTML5 formats. The company has also built online gaming systems for a range of businesses.

 

Gamesys, with its more than 1,000 employees, hosts over 25 million players and, among others, operates Jackpotjoy – the UK’s biggest online bingo site.

 

Gamesys hopes that the acquisition of Snowcat will enable it to start a number of new exciting projects. The deal value was not disclosed.

 

The client was advised by partner Sven Papp, senior associate Gerda Liik and associate Sven Böttcher.

 

Press release:

 

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 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:

Ellex Raidla advised Danske Bank A/S in the transaction in which AS LHV Varahaldus, a subsidiary of the Estonian financial group LHV,  acquired 100% of the shares of Danske Capital AS,  an asset management company based in Estonia.

 

The sales transaction will be completed once it has been approved by the Financial Supervision Authority and the Competition Authority that is expected to happen towards the end of the first half of this year. The transaction price will be determined upon the finalization and LHV Group will announce it thereafter. In order to finance the transaction, LHV Group will increase the share capital of LHV Varahaldus and purchase subordinated bonds of the company.

 

The aim of the deal is to expand the business of LHV Varahaldus and thereby offer clients of the mandatory pension fund the best long-term investment service. After the finalization of the transaction the mandatory pension fund market share of LHV Varahaldus will be approximately 30%.

 

After the transaction has been finalized the plan is to merge Danske Capital with LHV Varahaldus and to merge pension funds with similar investments strategies. The receiving funds shall be LHV pension funds and the merging funds shall be the funds managed by Danske Capital.

 

Danske Capital manages three mandatory pension funds and two voluntary pension funds. The assets under management of Danske Capital currently stand at 235.8 million euros and there are over 43,000 active clients in the Danske mandatory pension funds.

 

Ellex Raidla advised Danske Bank A/S in this purchase transaction, prepared the transaction and provided legal support on negotiations and on concluding the agreement.

Our experts involved in the project were partner Raino Paron, senior associates Helen Ratso and Gerda Liik. The team was led by partner Sven Papp.

 

Additional information is available here.

Ellex Raidla advised Würth group in the transaction where Talger-Elektrotehnika OÜ as a part of Würth group acquired from Rexel Finland Oy 100% of shares of OÜ Elektroskandia Baltics, which is one of the biggest wholesaler of electrical materials in Estonia.

 

The team of Ellex Raidla ensured full legal support including legal due diligence, assistance in drafting purcase agreement and support on prepearing the  notice of concentration. The transaction will be finalized once the Estonian Competition Authority has approved the concentration.

 

The team was led by parter Sven Papp with associates Reet Saks, Gerda Liik, Martin Mäesalu, Gerly Lõhmus and lawyers Sven Böttcher and Triin Tiru.

 

The Würth Group is the world´s market leader in its core business, the trade in assembly and fastening material. It currently consists of over 400 companies in more than 80 countries with over 69,000 employees on its payroll. In 2015, the turnover of Würth Group was more than EUR 11.05 billion.

Ellex Raidla advised the State Forest Management Centre (RMK), the company responsible for managing Estonia's state forests, in the acquisition of 30,1% of domestic forest seeds and plants supplier Eesti Metsataim AS from Finnish Metsahallitus. With the transaction RMK assumes full control of Eesti Metsataim AS. The team included partner Sven Papp and associate Gerda Liik.

RMK is the keeper, protector and manager of the forest and other natural biotic communities belonging to the Republic of Estonia. RMK earns a profit for the state through forest management, growing reforestation material, and organising forest and nature conservation works. In addition, RMK establishes opportunities for nature walking in recreational and protected areas and shapes nature awareness. RMK consists of the Sagadi Forest Centre, the Elistvere Animal Park, the Tartu Tree Nursery, 70% of the Estonian-Finnish joint company AS Eesti Metsataim and the Põlula Fish Farm. More than 700 people work for RMK.  

 

Ellex Raidla advised a consortium owned Xalto CDO II B.V. in the sale of a majority stake in Starman, the leading cable TV, broadband internet and voice cable services provider in Estonia to East Capital Explorer. Listed on NASDAQ OMX Stockholm, Mid Cap, East Capital Explorer is a Swedish company created with the specific aim of bringing investment opportunities in eastern Europe to a broader investor base. East Capital Explorer acquired 51% of the company, with the remaining stake being held by Starman’s founders.

 

The transaction was led by Ellex Raidla partner Sven Papp and associate Gerda Liik.

 

CMS Cameron McKenna LLP acted as international counsel on the transaction.

 

Further information from here.
 

Ellex Raidla advised Norwegian company Reitan Servicehandel AS in the acquisition of more than 1000 R-Kiosk convenience stores in Estonia, Lithuania and Finland. The project was led by partner Sven Papp and included associate Gerda Liik.

 

The transaction involved the R-Kiosk convenience stores network in Estonia, Lithuania and Finland and the acquisition of marketing companies of Sanoma Media in Estonia and Lithuania. The total value of the transaction is more than EUR 130 million.
 

Additional information:

Reitan Servicehandel acquires R-kioski in Finland, Estonia and Lithuania
Norwegian Company Buys R-Kiosk Chain

Ellex Raidla advised AS Silmet Grupp in the sale of controlling stake in AS Silmet to Molycorp. Molycorp acquired a 90.023% shareholding in AS Silmet, one of only two rare earth processing facilities in Europe, in a transaction valued at approximately EUR 63 million. Molycorp acquired 80% of the outstanding shares of AS Silmet from AS Silmet Grupp, which will retain a 9.977% ownership interest going forward. Molycorp acquired the other 10.023% from Treibacher Industrie AG.

Raidla Lejins & Norcous advised AS Silmet Grupp in the negotiation process and in preparation of the agreements (incl stock purchase agreement, shareholders' agreement, lock-up agreement and transition services agreement). The work also included preparation of the documents and procedures required for the waiver of the right of first refusal of the existing shareholders. As a substantial part of the agreements was subject to New York law, a leading US law firm Squire Sanders was the co-advisor for AS Silmet Grupp. The project team of Raidla Lejins & Norcous was led by senior partner Jüri Raidla and associate Gerda Liik.

The acquisition provides Molycorp with its first European base of operations as well as doubles the company’s current rare earth production capacity from approximately 3,000 tonnes per year of rare earth oxide (REO) equivalent to 6,000 tonnes. AS Silmet will immediately begin sourcing rare earth feed stocks for production of its products from Molycorp’s Mountain Pass, California rare earth mine and processing facility, making it the first rare earth oxide and metal producer in Europe that is not dependent on rare earth materials sourced from China. As part of the transaction, the company also will change its name to AS Molycorp Silmet. The facility’s main focus will be on the production of rare earth oxides and metals -- including didymium metal, a critical component in the manufacture of neodymium-iron-boron permanent rare earth magnets -- from feed stocks supplied by Molycorp’s Mountain Pass, California rare earth mine and processing facility. However, the transaction also expands Molycorp’s manufacturing capabilities beyond rare earths into the production of the rare metals niobium and tantalum, which between them have a wide variety of uses in electronics, materials manufacture, optics, health care, chemical process equipment, power generation systems, aerospace, superconductive materials, and others. AS Silmet is one of the world’s leading producers of pure niobium and tantalum metal. AS Silmet’s manufacturing operation, which employs approximately 550 workers, is located in Sillamäe, Estonia. The company currently sells products to customers in Europe, North and South America, Asia, Russia, and other previous Soviet Union countries.

About Molycorp
Colorado-based Molycorp, Inc. is the only REO producer in the Western Hemisphere and currently produces approximately 3,000 metric tons of commercial rare earth materials per year. Following the execution of Molycorp's "mine-to-magnets" strategy and the expected 2012 completion of Phase 1 of its modernization and expansion efforts at its Mountain Pass, California processing facility, Molycorp expects to produce at a rate of approximately 19,050 metric tons of REO equivalent per year. The Company expects to achieve an annual production capacity by the end of 2013 of approximately 40,000 metric tons of REO equivalent per year after the completion of Phase 2. Molycorp intends to provide to the market a range of rare earth products, including high-purity oxides, metals, alloys, and permanent magnets.
 

Estonia-based AS Silmet is one of the biggest rare metal and rare earth metal producers in Europe. Manufacturing at AS Silmet includes three factories that conduct rare earth metals separation; rare metals production; and metallurgical operations. AS Silmet produces up to 3,000 tonnes rare earth products and 700 tonnes of rare metal products annually. The company currently sells products to customers in Europe, North and South America, Asia, Russia, and other previous Soviet Union countries.