Projects
Project Privatization of S.C. Famos S.A. Suceava, by sale of the majority block of shares
Year 2007
Client S.C. Top Genko S.A. Bucuresti
Activities Legal assistance and advice in relation to the preparation of the documentation necessary for taking-over the majority block of shares; legal assistance and advice during the auction session organized for the shares sale, as well as in the negotiation of the clauses of the share sale-purchase agreement; drafting amendments to the shares sale-purchase agreement; drafting legal opinions concerning specific aspects of the privatisation process and various solutions for the problems which such process brings about, etc.
Project Privatization of S.C. Inav S.A. Bucuresti, by the sale of the majority block of shares
Year 2007
Client S.C. Erre 2 International S.R.L. Bucuresti (in consortium)
Activities Drafting legal opinions concerning the various aspects of the Company’s current activity; drafting legal opinions concerning the Company privatisation strategy and the measures necessary to be taken in order to meet all legal conditions in the privatisation process; analysing the requirements in the Presentation File; drafting the documentation necessary for the participation in the privatisation process; drafting legal opinions concerning the conditions for the association of several investors in order to take over the shares, as well as setting forth the bid preparation strategy; preparing and negotiating the conditions and clauses of the shares sale-purchase agreement, as well as the other transaction documents, etc.
Project Privatisation of S.C. ELECTROPUTERE S.A. Craiova, by the sale of the majority block of shares
Year 2007
Client Al – Arrab Contracting Company Limited – Saudi Arabia
Activities Drafting legal opinions in respect of the Company privatisation strategy, legal assistance and advice during the legal due diligence operations; legal assistance and advice on the preparation of the documentation required in order to take over the majority block of shares; legal assistance and advice during the meetings for the negotiation of the bid terms; legal assistance and advice during the meetings for the negotiation of the transaction documents.
Project Privatisation of S.C. Antibiotice S.A. Iasi
Year 2006 - 2007
Client Authority for State Assets Recovery (AVAS)
Activities Advice for setting the optimal privatisation strategy, for the elaboration of the necessary supporting documentation, for assistance of the public institution in drafting reference documents for setting conditions for the company’s privatization, in the negotiations with the interested investors, in drafting transaction implementing documents, etc.
Activities Advice for setting the optimal privatisation strategy, for the elaboration of the necessary supporting documentation, for assistance of the public institution in drafting reference documents for setting conditions for the company’s privatization, in the negotiations with the interested investors, in drafting transaction implementing documents, etc.
Project Privatisation of S.C. I.S.P.C.F. S.A. Bucuresti, by the sale of the majority block of shares
Year 2006
Client Consortium formed of S.C. ARCADA COMPANY S.A. Galati and a group of natural persons
Activities Drafting legal opinions concerning the various aspects of the Company’s current activities; drafting legal opinions concerning the Company privatisation strategy and the measures that need to be taken in order to meet all the legal conditions in the privatisation process; analyzing the requirements in the Presentation File; drawing up the documentation necessary to participate in the privatisation process; drafting legal opinions concerning the conditions for the association of several investors to take over the shares, as well as setting forth the bid preparation strategy; drawing-up and negotiating the conditions and clauses of the shares sale-purchase agreement, as well as the other transaction documents; legal assistance and advice during the period subsequent to signing the shares sale-purchase agreement, including corporate operations and settling the status of certain real estates belonging to the Company, legal assistance and advice in the procedure of withdrawal from the shares sale-purchase agreement concluded with AVAS of S.C. Arcada Company S.A. Galati and the replacement thereof with another investor, etc.
Project Privatisation of S.C. TUBINOX S.A. Bucuresti, by the sale of the majority block of shares
Year 2005 - 2006
Client Consortium formed of the Companies VIRAJ ALLOYS LIMITED and SINO INVESTMENT GLOBAL LIMITED – India
Activities Analyzing the legal framework and setting forth the Company privatisation/takeover strategy; legal assistance and advice in relation to the takeover by the Client of the majority block of shares, by novation by change of debtor; taking over the Shares Sale-Purchase Agreement no. 44/26.09.2003; legal assistance and advice during the due diligence operations and coordinating the elaboration of the due diligence report; drafting legal opinions in respect of various aspects referring to organising, carrying out and coordinating the current activity of a company and the relationship with the public authorities; legal assistance and advice in respect of the preparation of the documents required by A.V.A.S.; participating in the negotiations with the initial purchaser of S.C. TUBINOX S.A. shares and drafting the transaction documents; providing legal assistance and advice during the post-privatisation period in matters related to obtaining authorisations for activities, corporate affairs, contracts, etc.
Project Legal assistance and advice in the privatization procedure of S.C. Nitrofertilizer S.A., S.C. Nitroexplosives S.A., S.C. Nitrocontrol S.A., S.C. Nitrotrans S.A./ and S.C. Nitroservice S.A. – Fagaras
Year 2005
Client Nitrogenmuvek Vegyipari Reszvenytarsasag
Activities Legal assistance and advice during due diligence operations concerning the 5 companies detached from S.C. Nitramonia S.A. Fagaras (by spin-off); legal assistance and advice during the procedures of analysis of the participation conditions in the privatisation process and of preparation of the necessary participation documents; legal assistance and advice during negotiations on the clauses of the shares sale-purchase agreement; wording amendments to the agreement draft proposed by the public institution involved, taking stands, etc.
Project Preparing Societatea Nationala a Sarii S.A. for privatization
Year 2005 - 2007
Client Societatea Nationala a Sarii S.A.
Activities Drafting legal opinions on recommendations for the adoption of the most suitable strategy for the Company’s privatisation; drafting the documentation concerning the conditions of granting access to data and information to the investors interested in participating in the privatization process (confidentiality agreement, data and information access regulation; setting forth the data and information that the investors must be provided with in accordance with the legal provisions, etc.); legal advice in relation to the preparation of the documentation necessary for the discussions with the interested investors; drafting legal opinions concerning various privatization methods, etc.
Project Legal assistance, advice and representation during the privatisation procedure of S.C. Turol S.A. Oltenita
Year 2004
Client S.C. Timpuri Noi Trading S.R.L. (in consortium)
Activities Legal assistance and advice during due diligence operations concerning S.C. Turol S.A. Oltenita, legal assistance and advice in the procedure of preparing the documentation necessary to take-over of the majority block of shares; legal assistance and advice during meetings of presentation and support of the participation and pre-qualification documents, as well as in the negotiation meetings of the clauses of the shares sale-purchase agreement; drafting amendments to the shares sale-purchase agreement; drafting legal opinions concerning aspects specific to the privatisation process and various solutions for settlement of the issues raised by the fact that S.C. TUROL S.A. Oltentita is currently involved in a wind-up and liquidation procedure, etc.
Project Privatisation of S.C. AVERSA S.A. Bucuresti, by the sale of the majority block of shares
Year 2004
Client Consortium formed of the Companies TMP – Termomeccanica Pompe S.p.A. and TERMOMECCANICA S.p.A. – Italy
Activities Legal assistance and advice during the legal due diligence operations; drafting legal opinions concerning the various aspects of the Company’s current activities; analysing the requirements in the Presentation File; drawing up the documentation required in order to participate in the privatisation process; drafting legal opinions concerning the conditions for the association of several investors in order to take over the shares, as well as the conditions of formulating the bid, taking into account that the selection of the successful bidder was made by negotiation based on technical bids, with pre-selection criteria; legal assistance and advice during the bidder’s presentation meetings; elaborating and negotiating the conditions and clauses of the shares sale-purchase agreement, as well as of the other transaction documents; drafting the Social Agreement and negotiating with the trade union of S.C. AVERSA S.A.; legal assistance and advice in the period subsequent to signing the shares sale-purchase agreement, throughout the valid existence of such agreement; drafting legal opinions in respect of the conditions, procedures and measures that must be taken in order to maintain the agreement in force, etc
Project Privatisation of S.C. IPRONEF S.A. Bucuresti, by the sale of the majority block of shares
Year 2004
Client Consortium formed of CUPROM S.A., CEPRONEF S.A. and NORDEXO MANUFACTURING S.R.L.
Activities Preparing the necessary documentation with a view to participating in the selection negotiation based on technical offers organised for the sale of the majority block of shares; legal advice in the elaboration of the bid; drafting legal opinions in respect of the special conditions of formulating the bid, taking into account the fact that the shares sale method was the negotiation based on technical bid selection; legal advice in relation to the procedures for drafting the observations and negotiating the sale-purchase agreement for S.C. IPRONEF S.A. shares; drafting legal opinions and setting forth the strategy to approach the problematic aspects raised by the privatisation process; monitoring the performance of the shares sale-purchase agreement over the first investment year; corporate operations: changing the shareholders’ structure; changing the nominal structure of the Company’s management and control bodies, updating the memorandum of association and adapting it to the legal provisions, setting up branches; integrating the Company within the Companies Group managed by S.C. CUPROM S.A. in Romania, etc.
Project Legal assistance and advice during the privatisation procedure of S.C. Arteca S.A. Jilava
Year 2004
Client Analko – Anodioseis Epexergasia Aluminoiu Metalou Eteria Periorismenis Euthinis (Analko E.P.E.)
Activities Legal assistsnace and advice during the due diligence operations regarding S.C. Arteca S.A. Jilava; analysis of the requirements in the presentation file drafted by the public institution involved; drafting the documentation necessary for proving the fulfillment of the pre-qualification criteria and participation conditions; assistance during the meetings of presentation and support of the documentation prepared; assistance during the meetings of improvement of the financial offer formulated, etc.
Project Privatisation of S.C. UCM Resita S.A., by the sale of the majority block of shares
Year 2003 - 2004
Client Consortium formed of INET AG – Switzerland and the Employees’ Association of UCM Resita
Activities Drafting legal opinions concerning the Company privatisation strategy; assistance and advice during the legal due diligence operations; legal assistance and advice with a view to analysing the requirements of the public authorities involved in the privatisation process; drafting the documentation required in order to participate in the negotiation based on final, improved and irrevocable bids, organised for the sale of the majority block of shares; legal advice on drawing-up the bid; legal advice in relation to the procedures for bid negotiation, as well as in drawing-up and negotiation of the sale-purchase agreement for S.C. U.C.M. Resita S.A. shares; drafting legal opinions and setting forth the strategy to approach the problematic aspects raised by the privatisation process; monitoring the performance of the shares sale-purchase agreement during the post-privatisation period; negotiations with the Trade Union of S.C. UCM Resita S.A., for the conclusion of the social agreement; notifying the Competition Council of the economic concentration achieved by taking over the majority block of shares; corporate operations: updating the memorandum of association to the legal provisions, share capital increases and reductions, alterations of the structure of the Company’s management and control bodies; drafting legal opinions concerning corporate and contractual law issues, as well as drafting legal opinions concerning the organisation of industrial parks on the Company’s available sites, etc.
Project Privatisation of S.C. INDUSTRIA SARMEI S.A. Campia Turzii (at present MECHEL S.A. Campia Turzii), by the sale of the majority block of shares
Year 2003
Client CONARES TRADING AG – Switzerland (at present MECHEL TRADING AG, as a result of change of name)
Activities Assistance and advice during the legal due diligence operations; legal assistance and advice with a view to analyzing the requirements of the public authority involved in the privatization process (A.P.A.P.S.); drafting the necessary documentation in view of the participation in the negotiation based on final, improved and irrevocable bids organized for the sale of the majority block of shares; legal advice on preparing the bid; legal advice in relation to the bid negotiation procedures, as well as in the negotiation of the shares sale-purchase agreement for S.C. INDUSTRIA SARMEI S.A. shares ; drafting legal opinions and setting forth a strategy to approach the problematic aspects raised by the privatization process; monitoring the performance of the shares sale-purchase agreement over the first investment year; negotiations with the Trade Union within S.C. INDUSTRIA SARMEI S.A.; notifying the Competition Council of the economic concentration achieved by the majority block takeover; corporate operations: updating the memorandum of association, assistance, advice and representation in the shareholders general meetings of S.C. INDUSTRIA SARMEI S.A.; increasing the share capital with the value of the utilities suppliers receivables; drafting legal opinions so as to settle the situation of the social assets belonging to S.C. INDUSTRIA SARMEI S.A, etc.
Project Privatisation of S.C. TIMPURI NOI S.A. Bucuresti, by the sale of the majority block of shares
Year 2003
Client Employees Association of Timpuri Noi Bucuresti
Activities Preparing the necessary documentation in view of the participation in the negotiation based on final, improved and irrevocable bids organized for the sale of the majority block of shares; legal advice on preparing the bid; drafting legal opinions in respect of the special conditions of formulating the bid, taking into account that TIMPURI NOI S.A. has debts to the state budget; drafting legal opinions on the conditions of granting state aid; legal advice on bid negotiation, as well as on drafting observations and negotiating the shares sale-purchase agreement for S.C. TIMPURI NOI S.A. shares.; drafting legal opinions and setting forth a strategy to approach the problematic aspects raised by the privatisation process, including the conditions precedent under which the privatisation agreement has been concluded; monitoring the performance of the shares sale-purchase agreement over the first two investment years; notifying the Competition Council of the economic concentration achieved by the majority block takeover; corporate operations: change of shareholders’ structure; altering the nominal structure of the Company’s management and control bodies, updating the memorandum of association and adapting it to the legal provisions, etc.
