
Sven Papp
Partner
+ 372 640 7170
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Sven Papp is one of the leading and most experienced Corporate and M&A lawyers in Estonia. His practice includes a broad range of corporate governance matters.
Sven has unique and extensive international experience both as an attorney and as a general counsel having worked at White & Case in New York and in its Stockholm offices, the Swedish-French consulting company SIAR-Bossard in Stockholm and in Swedish Match East Europe in Stockholm.
Sven has an unrivalled track record having over the past 20 years acted as Lead Legal Adviser for a large number of landmark local and international M&A transactions across the Baltic and Nordic region.
Sven Papp
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We advised the acquisition of the largest data centre in the Baltics
The Estonian company Greenergy Data Centers has involved the Three Seas Initiative Investment Fund (3SIIF), an investment fund established within the framework of the Three Seas Initiative, as an investor and acquired MCF, the largest data center in the Baltics being established near Tallinn.
Greenergy Data Centers announce that on Tuesday it completed the acquisition of MCF Group Estonia OÜ, which is building a data center that is to be opened near Tallinn in 2021 and will have a maximum capacity of up to 20 megawatts.
With the transaction, 3SIIF acquired a controlling interest in Greenergy Data Centers OÜ, which, in turn, became the full owner of MCF Estonia OÜ, which is building the data center.
"Acquisition of the new data center to be built near Tallinn is the first step towards our goal of establishing energy-efficient data centers in the Central and Eastern European countries that have joined the Three Seas Initiative in the coming years," said Üllar Jaaksoo, founder and head of Greenergy Data Centers OÜ.
According to Jaaksoo, in light of growing data volumes, there is a demand for modern data centers in the entire Central and Eastern European region that are energy efficient and meet the highest security requirements.
"Upon the completion of the first phase of the new data center in the first quarter of next year, we will continue to expand the business model to other Central and Eastern European countries," he added.
"The Greenergy platform and its first data center, MCF, will enhance digital connectivity through a network of energy efficient data centers across the Three Seas region. We are delighted that it we are working with such a high caliber team in this important first digital investment for the fund," said Joe Philipsz, senior investment director at Amber Infrastructure, investment adviser to 3SIIF.
The Three Seas Initiative Investment Fund (3SIIF), established under the Three Seas Initiative, is a fund for infrastructure investment planning in Central and Eastern Europe, focusing on the energy, transport and digital infrastructure sectors.
The Three Seas Initiative aims to promote cooperation, in particular in the development of infrastructure in the energy, transport and digital sectors. The objectives of cooperation are economic growth, the well-being of the population and increasing Europe's competitiveness, as well as energy security and an energy market based on open competition, and the achievement of climate goals through smart investment.
Ellex Raidla advised Three Seas Initiative Investment Fund and Amber Infrastructure Group on the deal. The team was led by Partner Sven Papp and included Managing Partner Ants Nõmper, Counsel Jaanus Ikla, Senior Associates Gerda Liik and Rauno Klemm, and Associates Kairi Kilgi and Kevin Gerretz.
Find out more here.
Industry
Real Estate & ConstructionField of practice
Corporate, M&A
We advised the Ministry of Economic Affairs and Communications in organizing the sale and public tender of the shares of AS Eesti Teed
On Monday the Ministry of Economic Affairs and Communications (MEAC) and the infrastructure building group Verston signed the contract of sale and purchase, according to which Verston Holding, the company that submitted the best offer in the public tender, will acquire 100 percent of the state-owned roadbuilding company AS Eesti Teed.
On Monday, the contract was digitally signed by the Minister of Economic Affairs and Infrastructure Taavi Aas and the board member of Verston Holding OÜ, the entity that consolidates companies of the Verston group, Veiko Veskimäe. Before the contract enters into force it must be approved by the Competition Board.
According to the Minister of Economic Affairs and Infrastructure Taavi Aas, privatisation of AS Eesti Teed can be described as a great success. “In the course of the tender the real value of Eesti Teed in the open market was identified. The final price of the transaction was 3 million euros higher than the initial price, and a total of five different tenderers wanted to buy the company. Eesti Teed will get a new ambitious owner that is based on Estonian capital and is extremely interested in the expansion of its activities. From now on the state will be able to focus on the development of an attractive economic environment, and the assurance of the good quality of roads as a regulator,” said Aas.
Verston won the public tender for the sale of Eesti Teed organised by MEAC in October ahead of four other companies with an offer worth 19.7 million euros. The initial price of the tender was 16.9 million euros.
The sale transaction was advised by Ellex Raidla’s Partner Sven Papp, Counsels Jaanus Ikla and Toomas Kasesalu, and Senor Associates Gerda Liik, Sandra Värk and Kaisa Laidvee.
Find out more here.
Industry
Real Estate & ConstructionField of practice
Corporate, M&A
UP Invest to acquire authorized Apple reseller IM Arvutid in Estonia, Latvia, Finland
We advised the sale of IM Arvutid AS to UP Invest OÜ, an investment company controlled by Margus Linnamäe. IM Arvutid operates under the iDeal trademark in Estonia and Latvia and under the 1Store trademark in Finland, offering Apple products and accessories as well as full customer support as the largest authorized Apple dealer in the Baltic region. As a result of the transaction, UP Invest will become the largest reseller of Apple products in the Baltics, which has now control over both retail chains specializing in the sale of Apple products in Estonia (iDeals and Valge Klaar).
IM Arvutid was advised by our Partner Sven Papp and Senior Associate Gerda Liik.
We advise Auto-Bon Oy on the acquisition of Veho Eesti AS’ operations in the Baltics
Veho has signed an agreement with Auto-Bon Oy on selling its Estonian subsidiary Veho Eesti AS.
Through its dealership network, Auto-Bon Oy imports, markets and sells Citroën and Peugeot passenger cars and vans, spare parts, accessories and related services to consumers in Finland. Auto-Bon Oy is a subsidiary of Bassadone Automotive Group.
Established in 1939, Veho is a Finnish automotive company that also operates in Sweden and the Baltics.
The parties have agreed not to publish the purchase price or other acquisition-related details. The acquisition is subject to approval by competition authorities.
Auto-Bon Oy was advised by Ellex Raidla’s partner Sven Papp, counsel Jaanus Ikla, senior associates Gerda Liik, Kaisa Laidvee and Martin Mäesalu as well as associate Kevin Gerretz.
Find out more here.
Ellex Raidla advising Levikom in connection with a bond issue
Estonian telecommunications company Levikom has announced plans to raise capital in the amount of more than €5 million through a bond emission targeted at local investors. Levikom have recently focused on the development of 5G technology, and the additional capital is to be put towards the company's business plan for the next few years.
Levikom is a local capital-based company offering ultra-fast internet, television, telephone and IT infrastructure and cloud services.
The issuer of the bonds is the parent company Levikom Holding OÜ. Ellex Raidla's partner Sven Papp advising on the shaping of Levikom's capital structure.
Read more HERE.
We advised 3i Infrastructure plc on the acquisition of Ionisos
3i Infrastructure plc has agreed to invest €220m to acquire up to 100% of Ionisos. Ionisos is the third-largest cold sterilisation provider globally. Ionisos operates in the Baltics through the Scandinavian Clinics Estonia OÜ (Ionisos Baltics), which provides services under the trademark Steri.
The Ellex Raidla team was led by Partner Sven Papp, Senior Associates Gerda Liik and Reet Saks, Associate Kairi Kilgi and Counsels Toomas Kasesalu and Jaanus Ikla.
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.
Olerex acquires Oiltanking Tallinn terminal in Estonia
Oiltanking GmbH communicated that it is has entered into an agreement to sell its Oiltanking Tallinn terminal to Aqua Marina AS, the holding company of the Olerex Group.
The terminal will be renamed Olerex Terminal.
Olerex is the Estonian fuel retail market leader, based in the domestic capital, with nearly 100 stations in their network and strong retail presence all over the Baltics.
Oiltanking is a subsidiary of Marquard & Bahls, a Hamburg-based company that operates in the fields of supply, trading and logistics of energy & chemicals. Oiltanking is one of the largest independent tank storage providers for petroleum products, chemicals and gases worldwide. The company owns and operates 71 terminals within Europe, North America, Latin America, the Middle East, Africa, India, and the Asia-Pacific region.
Oiltanking GmbH was advised by Ellex Raidla Partner Sven Papp and Senior Associate Gerda Liik.
Read more HERE.
Ellex Raidla advised the sale of ISS Eesti AS
Ellex Raidla advised ISS Eesti AS, a subsidiary of a well-known international real estate maintenance group ISS, on the sale to private investors, all connected with the real estate company Colonna. The new owners support the current management and their goal to further increase the company's trust and quality in the domestic market.
The new owners of ISS Eesti AS will be Triinu Reinold, active in several companies as Senior Manager, Ülo Kallas, CFO and Businessman, Roberto de Silvestri, International Real Estate Investor and Elio Cravero, his business partner.
The new name of the company will become clear over the following months, so far, the activities will continue under the name of ISS Eesti.
The transaction was advised by Ellex Raidla’s Partner Sven Papp, Senior Associates Gerda Liik, Martin Mäesalu ja Dmitri Rozenblat and Lawyer Kevin Gerretz.
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 the management board of Vopak E.O.S. on the sale of its shares
Royal Vopak N.V. and Global Ports Investments PLC announced on Wednesday that they sold all the shares in the independent oil terminal operator Vopak E.O.S to Abu Dhabi based company Liwathon. The new name of the logistics company became Liwathon E.O.S.
Liwathon E.O.S., the largest independent oil products terminal operator in the Baltic region, operates four terminals - Termoil, Trendgate, Pakterminal and Stivterminal - with a total storage capacity of 1,051,800 cbm. Liwathon E.O.S. terminals, which are directly connected to the international railway infrastructure, are located in the Port of Muuga, Estonia, within the Port of Tallinn. Liwathon E.O.S. offers opportunities for sea and rail transportation of oil products from Eastern Europe to Western Europe, America and Southeast Asia.
The management board of Vopak E.O.S. was advised by Ellex Raidla’s Partner Sven Papp and Senior Partner Jüri Raidla.
Ellex advised UnifiedPost Group on the acquisition of Fitek Holding
Benelux’s company UnifiedPost Group bought the Baltic-based Fitek Holding from the private equity fund BaltCap, creating one of the biggest FinTech companies in Europe.
UnifiedPost Group, headquartered in Belgium, is one of Europe's leading FinTech firms that helps businesses to digitize and optimize their financial value chain. They provide a complete technology portfolio for identity management, document processing, robotic accounting and apps with added value.
Fitek is the market leader in the financial automation process. The company operates in Estonia, Latvia, Lithuania, the UK, Slovakia, the Czech Republic, Serbia and Bosnia and Herzegovina.
Hans Leybaert, CEO of UnifiedPost Group: “Our ambition is to grow internationally and to further strengthen our position as a leading player in the FinTech landscape. With both companies coming together, we not only expand our European footprint, but are also getting extra people with solid knowledge of the sector onboard. The growth strategy of UnifiedPost Group is reconfirmed with this acquisition.”
UnifiedPost was advised by Partner Sven Papp, Counsel Jaanus Ikla and Senior Associate Gerda Liik in Estonia, Partner Zinta Jansons and Associate Partner Sarmis Spilbergs in Latvia, Partner Paulius Gruodis, Senior Associate Mantas Juška and Arvydas Grušeckas in Lithuania.
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 Raidla advised Paged Group on the acquisition of Valmos
Paged Group, a Polish industrial and investment group, has purchased a 100% stake in Valmos, one of the largest Estonian producers of veneer. The Polish investor plans to support the company’s intensive development, including further investments in expanding the production capacities and efficiency at Valmos’ production facility.
Paged Group consists of the parent company, Paged S.A., and subsidiaries in five key business segments: plywood, interior design and furniture, services and technology, property and other activities. The Group’s plywood segment, with five modern factories in Poland, is one of the largest plywood producers in Europe.
Kaamos Group is an Estonian capital based industrial and investment group, with 15 years of successful track record in the field of real estate development, construction, and timber industry.
Paged Group was advised by Ellex Raidla’s Partner Sven Papp, Counsel Jaanus Ikla, Senior Associates Gerda Liik, Helen Ratso, Reet Saks, Associates Kaisa Laidvee and Lawyer Kairi Kilgi.
We advised Consolis Group on the acquisition of TMB AS
Ellex Raidla team advised Consolis Group, Europe’s leading provider of precast concrete solutions, on the acquisition of Estonian company TMB AS.
Consolis is a leading provider of precast concrete solutions in Europe. The Group provides smart, durable precast concrete structures for the transportation, utilities and building sectors. With more than 11,000 employees in 22 countries throughout the world, the Group generated €1.45 billion in revenue in 2017.
TMB is a company engaged in the production, sale and installation of concrete elements. Its subsidiaries are: OÜ TMB Element (in Estonia), SIA TMB Elements (in Latvia), Bygg Element Sverige AB (in Sweden) and Betonimestarit OY (in Finland). TMB Group employs around 500 people and its annual revenues exceeded €120 million in 2017.
The deal was led by Partner Sven Papp, Counsel Jaanus Ikla, Senior Associates Gerda Liik, Martin Mäesalu.
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.
We advised the landmark deal on the insurance market where GrECo JLT acquired the majority holding of IIZI Group
Ellex Raidla team advised GrECo JLT, the major risk and insurance manager in CEE, on the acquisition of a strategic stake (56.9462 %) in IIZI Group AS.
GrECo JLT is a family-owned company established in Austria in 1925 is employing close to 800 people and operating in 16 countries with 52 subsidiaries, including in Estonia since 2014 and in Lithuania through acquiring RHEA in 2008.
IIZI Kindlustusmaakler AS is the leading insurance retailing company in the Baltics, represented in Estonia, Latvia and Finland with more than 150 employees and 150 000 active customers.
According to Georg Winter, Member of the Board of GrECo JLT Group, IIZI has stood out internationally with their innovative solutions being the indisputable market leader in its region for private customers, small and medium-sized companies and as a partnership solutions provider. “We are ready to contribute considerably to strengthening our position in the Baltics and gain from IIZI’s extensive know-how and retail customer service experience ourselves,” Winter said.
“On the other hand, the customers of IIZI will in turn win from the extensive international experience of GrECo JLT,” Winter said, adding that the main focus of GrECo JLT has been on providing corporate insurance brokerage services and consultations and the shareholding of JLT in the company enables access to a huge network of subsidiaries and partners all around the world.
After the transaction the executive management and current shareholders who have been actively involved in day-to-day operations of IIZI will continue as shareholders and managers of the company.
From Ellex Raidla Partner Sven Papp, Counsel Jaanus Ikla, Senior Associates Gerda Liik, Reet Saks, Associate Merlin Liis and Lawyers Kevin Gerretz, Mirko Kikkamägi advised on the transaction.
Read more about the deal HERE.
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 Fleet Complete with the acquisition of Ecofleet
Ellex Raidla team advised the Canadian based company Fleet Complete with the acquisition of Ecofleet, which is one of the most successful start-ups in Estonia.
Fleet Complete® is a leading global IoT provider of mission-critical fleet, asset and mobile workforce management solutions. Servicing over 400,000 subscribers and over 30,000 businesses worldwide, the company maintains key distribution partnerships with AT&T in the U.S., TELUS in Canada, Telstra in Australia, and T-Mobile in Europe. It remains one of the fastest-growing companies in North America, having won numerous awards for innovation and growth.
Ecofleet is an international software company that specializes in GPS-based fleet and team management solutions. Our focus is on optimizing car fleets and workflows to help our customers reduce costs and increase revenue. Ecofleet is one of the leading telematics providers in Scandinavia, the Baltic countries and Eastern Europe with presence in over 20 countries, servicing 80.000+ vehicles.
The Ellex Raidla team in Estonia included Partner Sven Papp, Counsels Jaanus Ikla, Antti Perli, Mari Must, Senior Associates Gerda Liik, Reet Saks and Associate Merlin Liis.
For more information, please click HERE.
Ellex advised Nordic Trustee & Agency AB in a transaction where Future Gaming Group International AB acquired ViisTek Media in Estonia and Unlimited Media in Malta.
Ellex Raidla team advised Nordic Trustee & Agency AB in a transaction where Future Gaming Group International AB (publ) acquired ViisTek Media in Estonia and Unlimited Media in Malta.
Nordic Trustee & Agency AB (publ) is a company that for funding the transaction organised the issue of the bonds of Future Gaming Group, listed on the Stockholm stock exchange, in the amount of up to 200 MSEK and is the security agent of these bonds.
The value of the transaction was 90 MSEK, which was paid immediately and 38 MSEK, which will be paid upon the realization of certain conditions. The Future Gaming Group is a major European gaming site owner and operator. Its gaming sites include: SverigeKronan, SuomiVegas, PhaseOne, Playhippo, Happybingo, VipStake, etc.
The transaction was advised by Ellex Raidla's Partner Sven Papp and lawyer Mirko Kikkamägi.
Ellex advises OP Financial Group on the sale of Seesam Insurance AS to Vienna Insurance Group
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.
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.
Ellex Raidla advised Stora Enso in connection of the sale of Puumerkki Oy
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.
Ellex advises Selecta in the sale of Selecta’s Baltic operations
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.
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.
We advised Starman and East Capital Explorer in the sale of Starman shares
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.
We advised Telia Estonia on the acquisition of the IT services business
Ellex Raidla advised Telia Estonia on the acquisition of the IT services business from AK Systems. The deal will enter into force after the Competition Authority has approved it.
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.
Advised Gamesys Limited in acquisition of Estonian software manufacturer Snowcat Games
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:
We advised Danske Bank A/S in the sale of shares of Danske Capital AS to AS LHV Varahaldus
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.
Industry
Financials & Investments
We advised Würth group in the acquisition of Elektroskandia Baltics
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.
We advised Experian group in the sale of Krediidiinfo AS
Ellex Raidla advised Experian group in the sale of Kredidiidiinfo AS to Creditinfo group.
Ellex Raidla advised the client in throughout all stages of the transaction, including preparing legal due diligent data room, assistance in drafting transaction documents and in negotiation process.
Experian group is one of the world's leading providers of information services, operating in more than 39 countries and employing more than 16,000 people. In 2014 Experian’s total turnover was over 4.8 billion US dollars.
Additional information is available here.
We advised Ramboll group in the sale of shares of Ramboll Eesti AS
The team of Ellex Raidla that was led by Sven Papp, head of M&A and Corporate Advisory practice group, advised Ramboll group in the sale of 100% of shares of Ramboll Eesti AS. We advised our client in drafting the documents and other corporate issues related to the transaction. Other team members were counsel Jaanus Ikla and lawyer Sven Böttcher.
Ramboll group is a leading engineering, design and consultancy company with more than 12 000 employees and operating in 35 countries around the world. Ramboll Eesti AS is a subsidiary of Ramboll Group that has more than 40 employees and is mainly operating in the fields of infrastructure and environmental projects.
We advised Nets Holding A/S in acquiring the merchant acquiring business from Nordea
Ellex Raidla partner Sven Papp and associates Gerly Lõhmus and Gerda Liik advised Nets Holding A/S in acquiring Nordea's merchant acquiring business (ie the section of Nordea's payment business dealing with acquiring of international payment cards) in the Nordic and Baltic regions.
Merchant acquiring is a service provided to corporate customers, enabling them to accept card payments at point-of-sale and online. Ellex Raidla conducted legal due diligence of the merchant acquiring business of Nordea Bank AB Eesti filiaal. The merchant acquiring business of Nordea was acquired for a price of EUR 230 million on an enterprise value basis.
Nets is the fifth-largest card processor in Europe and the largest in the Nordic region.
Additional information about the deal is available here.
Advised Orkla in the acquisition Nordic Partners Food Ltd.
Ellex Raidla (together with Cobalt) advised Orkla in various aspects related to the acquisition of NP Foods. The team, led by partner Sven Papp, worked on filing the transaction for the competition clearance with the Estonian Competition Authority.
On 26 August 2014, Orkla announced that it had entered into an agreement to acquire 100 % of the shares in the companies held by Nordic Partners Food Ltd, which is owned by the Latvian investment company Nordic Partners and the Icelandic fund BIL ehf. The companies held by Nordic Partners Food Ltd are AS Gutta, NP Foods SIA, AS Staburadze, AS Laima, UAB Margiris and SIA Détente.
The acquisition will nearly double the scale of Orkla’s Baltic operations, making Orkla one of the largest consumer goods companies in the region. The agreement with Nordic Partners Food Ltd. is planned to be completed within March.
Orkla is a leading supplier of branded consumer goods and concept solutions for the retail, food service and bakery markets in the Nordic countries and the Baltics, and to selected markets in Central Europe, Russia and India. Orkla is listed on Oslo Stock Exchange and based in Oslo, Norway. In 2013, Orkla’s turnover totalled NOK 33 billion, and the group had around 17,000 employees.
Additional information:
Orkla’s acquisition of NP Foods approved by the competition authoritiesOn 26 August 2014, Orkla announced that it had entered into an agreement to acquire 100 % of the shares in the companies held by Nordic Partners Food Ltd, which is owned by the Latvian investment company Nordic Partners and the Icelandic fund BIL ehf. The companies held by Nordic Partners Food Ltd are AS Gutta, NP Foods SIA, AS Staburadze, AS Laima, UAB Margiris and SIA Détente.
The acquisition will nearly double the scale of Orkla’s Baltic operations, making Orkla one of the largest consumer goods companies in the region. The agreement with Nordic Partners Food Ltd. is planned to be completed within March.
Orkla is a leading supplier of branded consumer goods and concept solutions for the retail, food service and bakery markets in the Nordic countries and the Baltics, and to selected markets in Central Europe, Russia and India. Orkla is listed on Oslo Stock Exchange and based in Oslo, Norway. In 2013, Orkla’s turnover totalled NOK 33 billion, and the group had around 17,000 employees.
Additional information:
Orkla expands its Baltic operation by acquiring strong local brands
Industry
Consumer & RetailField of practice
Corporate, M&AEU & Competition
We advised Estonian State Forest Management Centre (RMK) in te acquisition of Eesti Metstaim AS
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.
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.
Estonia's RMK Assumes Full Control of Eesti Metsataim
Industry
Real Estate & ConstructionField of practice
Corporate, M&A
Advised MB Funds in the acquisition of Dieta Group
Ellex Raidla team led by partner Sven Papp and in co-operation with Avance attorneys (Finland) advised MB Funds in the acquisition of Dieta Group, a leading manufacturer, importer and distributor of professional kitchen equipment with a comprehensive product portfolio and service offering and production facilities in Finland and Estonia.
Dieta Group has a strong Finnish market position, export activities to over 20 countries and a prime customer base comprising of the HoReCa sector as well as educational units, hospitals and other public customers. Dieta Oy has four daughter companies: Dietatec Oy, Coffeeplace Oy, Dieta AS and Assi AS, whereas Dieta AS and Assi AS are based in Estonia.
Additional information:
MB Funds acquires Dieta Oy
Dieta Group has a strong Finnish market position, export activities to over 20 countries and a prime customer base comprising of the HoReCa sector as well as educational units, hospitals and other public customers. Dieta Oy has four daughter companies: Dietatec Oy, Coffeeplace Oy, Dieta AS and Assi AS, whereas Dieta AS and Assi AS are based in Estonia.
Additional information:
MB Funds acquires Dieta Oy
Industry
Consumer & RetailField of practice
Corporate, M&A
We advised Gjensidige Forsikring ASA in the acquisition of PZU Lietuva
Ellex Raidla advised Gjensidige Forsikring ASA, a leading insurance company in the Nordic region in the acquisition of 99.88 per cent of the shares in PZU Lietuva.
The closing is expected to take place in the second half of 2015, contingent upon approval from the relevant authorities. Integration of the two entities is expected to begin immediately thereafter to ensure that synergies can be realised as soon as possible.
Raidla Lejins & Norcous advised the buy-side and assisted the client in drafting the transaction documents, represented Gjensidige Forsikring ASA in the negotiation process, performed legal due diligence of the target as well as advised on other transaction related matters.
The team of Ellex Raidla was led by partner Sven Papp.
Gjensidige Forsikring:Gjensidige is a leading general insurance company in the Nordic region with operations in Norway, Denmark, Sweden and the Baltics. Operating income was NOK 21 billion in 2013, and the Group has around 3,400 employees before the take-over of PZU Lietuva.
Additional information:
Gjensidige acquires PZU Lietuva in Lithuania
The closing is expected to take place in the second half of 2015, contingent upon approval from the relevant authorities. Integration of the two entities is expected to begin immediately thereafter to ensure that synergies can be realised as soon as possible.
Raidla Lejins & Norcous advised the buy-side and assisted the client in drafting the transaction documents, represented Gjensidige Forsikring ASA in the negotiation process, performed legal due diligence of the target as well as advised on other transaction related matters.
The team of Ellex Raidla was led by partner Sven Papp.
Gjensidige Forsikring:Gjensidige is a leading general insurance company in the Nordic region with operations in Norway, Denmark, Sweden and the Baltics. Operating income was NOK 21 billion in 2013, and the Group has around 3,400 employees before the take-over of PZU Lietuva.
Additional information:
Gjensidige acquires PZU Lietuva in Lithuania
Industry
Energy & InfrastructureField of practice
Corporate, M&AEU & Competition
We assisted Tallinn City Counsil prepare for the establishment of a sales tax
Our team consulted Tallinn City Counsil on issues relating to the establishment of a sales tax in Tallinn.
Industry
Consumer & RetailField of practice
Tax
We advised TeliaSonera in the acquisition of Yoga
Ellex Raidla advised TeliaSonera AB, the dominant telephone company and mobile network operator in Sweden and Finland, in the acquisition of 25% of the shares in Yoga AS for 2,3 million Euros.
Yoga is a platform for integrating and managing smart home devices.
The team was led by Sven Papp.
Industry
TechnologyField of practice
Corporate, M&A
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
Stockholm University, Sweden
Master of Laws (LL.M.)
Master of Laws (LL.M.)
University of Tartu, Estonia
Bachelor of Laws (LL.B.), officially equivalent to MA
Bachelor of Laws (LL.B.), officially equivalent to MA
Memberships
2016–…
Audit committee for corporate law
Member
Member
2014–…
Estonian Service Industry Association
Member of the Board
Member of the Board
2014–…
Estonian Bar Association
Member of Business Law Committee
Member of Business Law Committee
2014–…
Member of Expert Council of Independent Legal Profession and Insolvency Law
Ministry of Justice
Ministry of Justice
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.
Directors Liability: A Worldwide Review
2016
Directors Liability: A Worldwide Review
Estonian Chapter
Directors Liability: A Worldwide Review.
2016.
Doing Business in Europe
2016