RLN Assisted in the Largest Acquisition in Lithuania Since 2006
Raida Lejins & Norcous has assisted to complete the sale of the 87.2% shareholding in AB Sanitas controlled by its major shareholders – the funds advised by Citi Venture Capital International (through the legal entities Citigroup Venture Capital International Jersey Limited and Baltic Pharma Limited), Amber Trust II S.C.A., AB Invalda and certain other persons – to Valeant Pharmaceuticals International, Inc. (Valeant). On 23 May 2011, the parties signed the share sale and purchase agreement whereby it was agreed to sell the majority shareholding to Valeant in a two-stage deal. After the fulfillment of all the conditions precedent, the parties completed the transaction in excess of EUR 350 million on 19 August 2011. This is the largest acquisition in Lithuania since 2006.

During the period from the signing of the share sale and purchase agreement until completion, the Raidla Lejins & Norcous team continued providing support on all aspects of the transaction from a Lithuanian law perspective, which included advice in relation to the regulatory approvals, mechanics of the transfer of and payment for the sale shares, purchase price adjustment, debt and security interests issues, restructuring of the management incentive scheme, corporate governance, legal framework for publicly-traded companies and takeover offers. Raidla Lejins & Norcous also drafted transaction documents and assisted during negotiations.

Leading the transaction were the managing partner Dr Irmantas Norkus and associate Ingrida Ulevičiūtė. The Raidla Lejins & Norcous team was assisted by the international law firm Freshfields Bruckhaus Deringer (London office).

RLN Advised MediCap Holding in the Acquisition of UAB Sorpo
Raidla Lejins & Norcous Vilnius office advised Estonian healthcare service provider MediCap Holding, owner of Estonia’s largest private capital laboratory diagnostics company Quattromed HTI Laborid, in the acquisition of UAB Sorpo, a privately held medical laboratory operating in Lithuania. The controlling interest in Sorpo has been taken from Thermo Fisher Scientific, the world leader in serving science.

SORPO is a licensed supplier of medical diagnostic laboratory services, with branches in the five largest Lithuanian cities – Vilnius, Kaunas, Klaipėda, Šiauliai and Panevėžys. Sorpo was the first to start detecting infectious diseases using the PCR technology in Lithuania and at the moment provides its clients (both private patients and medical institutions) with the assortment of more than 200 medical diagnostic tests.

Responsibilities of Raidla Lejins & Norcous included due diligence of the target, preparation and negotiation of transaction documents, merger clearance, as well as coordination of signing and closing. Managing Partner Dr Irmantas Norkus led the team.

RLN Assisted Avestis Group in the Acquisition of Waste Management Business from Tönsmeier Group
Raidla Lejins & Norcous advised UAB Ekonovus, a special purpose vehicle of UAB Avestis, in the acquisition of all shares in waste management businesses UAB Švaros diena (Klaipėda), UAB Švarus miestas (Vilnius), UAB Dzūtra (Alytus) and its subsidiary UAB Paslaugos šakiečiams (Šakiai) from Tönsmeier Group (Germany). The aggregate turnover of the targets in 2010 amounted to LTL 28.6 million. Prior to the transaction Avestis controlled UAB Eko Group, which, together with the newly acquired companies, will form one of the major waste management business groups in Lithuania, with a special focus on waste sorting.

Responsibilities of Raidla Lejins & Norcous included due diligence of the targets, preparation and negotiation of transaction documents, merger clearance, as well as coordination of signing and closing. Elijus Burgis, Partner, and Akvilė Bosaitė, Senior Associate, led the team.

RLN Contributed to the Establishment of the Real Estate Fund Lords LB Baltic Fund II
The Finance and Securities Practice Subgroup of Raidla Lejins & Norcous Vilnius office consulted the management company UAB “LORDS LB ASSET MANAGEMENT” on the establishment of the closed-end type real estate fund Lords LB Baltic Fund II, which plans to invest in income generating commercial real estate in the Baltic States and in commercial real estate and development projects which need investment or conceptual changes.

The subgroup’s leader senior associate Akvilė Bosaitė, head of practice sub-group, and associate Karina Kuizinaitė prepared and negotiated fund establishment documents, represented the management company in the Securities Commission of the Republic of Lithuania, prepared the investment units purchase and sale agreement and coordinated other issues related to the fund’s establishment.

RLN advised Roquette in the first French industrial investment in Lithuania
Raidla Lejins & Norcous Vilnius office advised Roquette, a leading company in the European starch industry, in its acquisition of a shareholding in Amilina AB, the largest starch manufacturer in Baltic and Nordic countries, from Amber Trust and a number of minority shareholders as well as in the subsequent equity investment. It is the first French industrial investment in Lithuania.

Raidla Lejins & Norcous responsibilities included due diligence, preparation and negotiation of transaction documents, merger clearance, as well as coordination of signing. M.Jablonskis, Managing Associate, and Dr J.Rimas, Senior Associate, led the team.

Mergermarket: RLN is a Market Leader amongst the Baltic Law Firms
According to the latest league table reports of Mergermarket, an independent M&A intelligence service, published in June 2011, Raidla Lejins & Norcous law firms operating in Lithuania, Latvia and Estonia, are ranked 6th by volume amongst the law firms which advised on the transactions in the CEE region in the first half of 2011. During this period Raidla Lejins & Norcous was the busiest M&A law firm in the Baltics with reported eight deals valued at approximately USD 598 million.

To evaluate the performance of the CEE law firms in the first half of 2011, Mergermarket included those M&A deals, the value of which was greater than USD 5 million (per single transaction).

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Baltic Business Law Conference 2011 Closed
The annual Business Law Conference, this year entitled Tomorrow’s Finance: A New Breath, hosted by Law Offices Raidla Lejins & Norcous and focused on the most topical developments in the economies, took place on 26 May 2011 in the Theatre Hall of Vilnius University, Vilnius, Lithuania. This year the Baltic Business Law Conference was dedicated to the post-crisis financial markets, global trends and prospects of finance.

The main partner of this event – global professional services company Ernst & Young – provided with a unique opportunity to listen to the viewpoint of Dr Eamonn Walsh, Consultant to the International Monetary Fund and global corporations, on the global developments in the financial markets. Dr Walsh overviewed the lessons taught by the crisis and addressed the questions how the balance of money and capital has redistributed on the global scale, how it will change in the future and where business should look for financing opportunities during the post-crisis period.

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RLN Advised AB Sanitas on its Sale to Valeant Pharmaceuticals International, Inc. for Approximately EUR 314 Million
Raidla Lejins & Norcous Vilnius office has advised AB Sanitas in the sale of the entire 87.2% shareholding controlled by its major shareholders – the funds advised by Citi Venture Capital International (through the legal entities Citigroup Venture Capital International Jersey Limited and Baltic Pharma Limited), Amber Trust II S.C.A., AB Invalda and certain other persons – to Valeant Pharmaceuticals International, Inc. (Valeant). The total purchase price for the sale shares is expected to be approximately EUR 314 million in cash, in addition to the assumption of approximately EUR 50 million in debt. The completion of the transaction is still subject to customary closing conditions, including merger clearances in relevant jurisdictions. After the acquisition of this controlling block of shares, Valeant will be obliged to commence a mandatory tender offer to acquire the remaining minority interest in AB Sanitas.

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RLN Advised AB Amilina on Investment in the Bioenergy Company UAB Lignoterma
Raidla Lejins & Norcous Vilnius office advised a major Lithuanian industrial company AB Amilina in connection with its participation in the investment project for the construction of a new industrial biomass power plant in Panevėžys by UAB Lignoterma. AB Amilina is participating in the project together with the venture capital fund LitCapital and private investors.

UAB Lignoterma, a new bioenergy company with Lithuanian capital, intends to launch its first project – construction of a 26 MW industrial biomass power plant in Panevėžys – in 2011 already. The power plant will supply heat energy to a major industrial company AB Amilina based in Panevėžys. The project is worth about LTL 22m.

Raidla Lejins & Norcous represented AB Amilina in the drafting and coordination of agreements on the incorporation, management and financing of UAB Lignoterma. Consultations to AB Amilina were led by Akvilė Bosaitė, Senior Associate of RLN Vilnius office.

Corporate and Commercial Law Expert Maksimas Saveljevas Joins RLN
Attorney at law Maksimas Saveljevas, whose areas of expertise include corporate mergers and acquisitions, pharmacy law and food industry law, has joined the Corporate and Commercial Law Practice Group of Raidla Lejins & Norcous Vilnius office as a managing associate.

“There has always been a demand on Lithuanian market for highly qualified lawyers with special experience in pharmacy law and food industry law. In these areas of law where new precedents are needed instead of customary solutions a long-term experience and special knowledge is of particular value. We are delighted to welcome at our Corporate and Commercial Law Practice Group Maksimas Saveljevas, an attorney-at law with extensive experience and wide-ranging qualification,” said Žilvinas Kvietkus, Partner of Raidla Lejins & Norcous. 

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