MERGERS & ACQUISITIONS

Our services

Nortia Law Offices provides fully-fledged legal and tax support in relation to M&A projects and deals.

We provide, inter alia, the following services:

  • Fully-fledged legal and tax support on transactions in relation to sale/acquisition of business, as well as share and asset deals, including:
    • Legal, tax and/or financial due diligence
    • Deal structuring
    • Drafting and negotiating documents on the deal, as well as providing support at the deal-closing stage (obtaining approvals of state authorities, notifying state authorities and third parties, preparing corporate approvals, providing support in registration of rights to the assets within the deal, etc.)
    • Post-deal support (legal and tax consultancy regarding the changes that take place in connection with the deal in the corporate structure, personnel arrangements, etc.)
  • Fully-fledged legal and tax support on mergers, acquisitions and consolidations
  • Fully-fledged legal and tax support on spin-offs, splitting-ups and de-mergers
  • Legal consultancy and support on takeover law and mandatory bids
  • Fully-fledged legal and tax consultancy and support on projects in the sphere of joint ventures and strategic alliances
  • Fully-fledged legal and tax support in connection with formalization of shareholders’ agreements structured under Russian or foreign law
  • Fully-fledged support in tenders / auctions
  • Fully-fledged legal and tax support in cross-border transactions structured under Russian and/or foreign law

Experience of our team

Our lawyers have handled a number of M&A deals in various industries, including, inter alia, in hospitality industry, oil & gas industry, automotive industry, banking industry, telecommunications & IT, retail, packaging, food industry, packaging, publishing industry.   

Some of the transactions supported by our team include:

Banking industry

  • Advised one of the largest Russian banks on accession thereto another Russian bank
  • Advised a Russian holding company on the set of transactions for acquisition of businesses in St. Petersburg (acquisition of a 100% share in the authorized capital of the company, which operated as an official dealer of several largest automakers; acquisition of a 100% share in the authorized capital of a logistics company) and Moscow (acquisition of a 100% share in the authorized capital of a non-banking credit organization), including participating in complex legal and tax due diligence, discussing “red flags” and drafting the acquisition documentation

Telecommunications & IT

  • Advised three Moscow-based telecommunication companies on their acquisition by a leading multinational telecommunication company
  • Advised a Moscow-based telecommunication company on reorganization of its corporate structure and subsequent merger with another telecommunication company

FMCG & Retail

  • Advised a St. Petersburg retail chain on its acquisition by one of the largest Russian retailers, including rendering the advice on structuring, antitrust clearance of the transaction, and drafting the acquisition documentation
  • Advised a Polish company on acquisition of one of the largest retailers of personal hygiene products in Russia
  • Advised a Finnish retail group on restructuring of its corporate structure in Russia
  • Assisted a Finnish retail chain operator in investment planning and corporate structure of investment in retail chain in Russia

Food industry

  • Advised a French food company on sale of its bakery business in St. Petersburg, including rendering pre-sale due diligence, discussing “red flags” with the company’s management, drafting the sale documentation and assisting the company’s management in negotiation with interested purchasers
  • Assisted a Swedish food company in acquisition of one of the largest food suppliers in the North-Western Russia

Automotive industry

  • Advised one of the leading Japanese automakers on restructuring of its Russian subsidiaries and joint venture formation
  • Advised a consortium of four U.S. hedge funds on acquisition in the process of restructuring under Chapter 11 of Title 11 of the United States Code assets and shares belonging to the Russian subsidiaries of a debtor - an American automotive assembly parts manufacturer
  • Advised a Japanese automaker on various corporate and antitrust issues pertaining to redistribution of shares in its Russian subsidiaries within the group of companies

Oil & Gas. Natural Resources & Mining

  • Advised one of the world’s largest oil and gas companies on acquisition of indirect control with regard to a Russian subsidiary of an independent Swiss-Dutch crude and fine oil trading company, including rendering pre-acquisition due diligence, vetting the share purchase agreement with a view to enforceability thereof under the Russian laws, and antitrust clearance of the transaction before the Federal Antimonopoly Service
  • Advised an English company on acquisition of a supplier of personal protective gear and equipment to the companies acting in the Sakhalin II production sharing project

Hospitality

  • Advised a Cypriot holding company on acquisition of a hotel business in Kaliningrad
  • Advised a Spanish hotel chain operator on setting up a joint venture with a Russian company – an owner of two 5-star hotels located in St. Petersburg

Real Estate & Construction

  • Advised a Russian real estate company on structuring the sale of a business center in the newly-developed part of St. Petersburg, including participation in drafting and reviewing the memorandum on legal implications of the deal
  • Advised an Israeli company on acquisition of the rights to the real estate investment project in the historical center of St. Petersburg
  • Advised a Russian real estate investment company on multifaceted corporate and property issues throughout sale of shares and assets
  • Advised an international venture fund on acquisition of shares in the share capital of a major St. Petersburg real estate developer, including, inter alia, rendering pre-acquisition due diligence of the target company and drafting the acquisition documentation
  • Advised one of the St. Petersburg’s largest real estate developers on restructuring of its corporate structure in connection with the fundraising from a pool of leading international banks
  • Advised one of the world’s largest land reclamation and port construction companies on establishing a joint venture with a Russian partner, including, inter alia, rendering the advice on antitrust implications of the joint venture formation and acquisition of the rights over a Russian strategic company
  • Advised a Moscow finance and industrial group on acquisition of shares in a real estate developer located in the city of St. Petersburg which was on the verge of insolvency (“distressed M&A”), including, inter alia, rendering pre-acquisition due diligence of the target company and drafting the acquisition documentation

M&A projects in other industries

  • Advised an Austrian production company on acquisition of a 100 % share in the authorized capital of a packaging production company in St. Petersburg
  • Advised a security services contractor on intra-company restructuring, including drafting the shareholders’ agreement and option agreements
  • Advised an Austrian company on acquisition of a publishing business in St. Petersburg, including rendering legal due diligence, discussing “red flags” with the company’s management, and drafting the acquisition documentation
  • Advised a Kuwaiti provider of end-to-end supply chain solutions on acquisition of a St. Petersburg logistics company
  • Advised an English entertainment industry company on various corporate and antitrust issues pertaining to acquisition of a Russian mobile-content company
  • Advised a Swedish industrial group on acquisition of shares in a Russian paper mill, including rendering pre-acquisition legal due diligence of the target company and drafting the acquisition documentation
  • Advised one of the world’s leading manufacturers of pre-insulated pipe systems on establishing a joint venture with a Russian partner
  • Advised one of the world’s largest container ship operator and supply vessel operator on sale of part of its business in Russia
  • Advised an international media giant on acquisition of a number of media companies in Russia
  • Advised a private equity fund on acquisition of chemical factory located in St. Petersburg
  • Advised a Moscow based health care holding on acquisition of a health care company in St. Petersburg, including rendering pre-acquisition legal due diligence and providing support on the deal (including drafting all necessary acquisition documentation and providing fully-fledged support at the deal-closing stage)