Mergers & Acquisitions

Mergers & Acquisitions

Mergers and Acquisitions constitute one of the major areas of our firm's practice and expertise.

We advise multinational companies as well as established local enterprises in connection with all corporate and tax aspects of mergers and acquisitions.

With respect to mergers, we assist our clients by setting out the actions to be taken and the relevant timetable in drafting the merger plan, the final merger agreement, the statutes of the merged company and the required corporate resolutions.

With respect to acquisitions, we organize and carry out legal due diligences, draft and negotiate share purchase and ancillary agreements and undertake all formalities required for the implementation of each acquisition. For example, we have conducted the legal due diligence of some of the largest groups of companies in Greece, such as Greek Telecom (OTE), Hellenic Petroleum, Sidenor and the Heracles-Halkis Cement group.

Our M&A practice provides advice to clients on the tax consequences and tax effective methods for cross-border and domestic consolidations and restructurings. Our tax background and expertise is a unique asset of our firm, highly valued by our clients who require comprehensive and efficient corporate and tax advice.

We are regularly requested to provide advice and tax planning proposals on the implementation of mergers, buy-outs, spin-offs and transformations of companies under Greek tax incentive laws, the transfer of business sectors or aggregates of assets and liabilities, the cross-border acquisition of shares or company parts and the drafting of tax warranties and clauses in M&A-related contractual agreements. We have also been requested to review and comment on parliament bills pertaining to the application of tax incentive laws on the restructuring for the privatisation of public-owned companies and to perform tax related evaluations of businesses or assets and liabilities.

Illustrative projects undertaken by our firm include advising the following:
 

  • DEPA (the Greek gas supply company) on the drafting of its Vendor’s Due Diligence Report in the context of its privatization. Our work included due diligence of DEPA as well as that of its subsidiaries (EPA Attikis, EPA Thessalonikis and EPA Thessalias); In the course of our assignment we also advised on various corporate and M&A legal issues
  • Fosun Group (one of the largest Chinese conglomerates) in its participation in the international tender organized by the Hellenic Republic Asset Development Fund (HRADF) for the transfer of a controlling shareholding stake (33%) in the Football Prognostics Organization (OPAP) which holds monopoly rights in Greece on a wide betting & gaming portfolio. Our involvement included a full-fledged legal due diligence over OPAP, as well as advising the client in successive rounds of negotiation of an SPA with HRDF
  • Bregal Capital (a private equity fund) which acquired LR Holdings (a leading multinational health and cosmetics company) from Apax Partners. Our involvement included a full-fledged legal due diligence over the Greek subsidiary of LR, as well as advising the client in all Greek aspects of the financing of such acquisition
  • Dogus Group in its indirect acquisition of control in three Greek marinas namely the Marina Gouvia at Corfu, Marina Zeas at Piraeus and the Marina Lefkas at Lefkas island through the acquisition of 51% at the level of Medmarinas SA, the JV and management company and at the same time lion shareholder of the three marinas. We conducted the relevant legal due diligence of the management company and the marina companies, drafted and negotiated the transactional documents. As a result of the deal, D-Marine Investments Holding BV, a member of Dogus Group, entered into a partnership agreement with Kiriacoulis Mediterranean Cruises Shipping SA, the largest chain of marinas in Greece, listed on the Athens Exchange
  • Dogus Group through D-Marine Investments Holding BV, a member of Dogus Group in the formation of a 50%-50% partnership with Lamda Development SA, listed on the Athens Stock Exchange, which resulted in the indirect control of the Flisvos Marina. In this context we have conducted a legal due diligence on Marina Flisvos and drafted and negotiated the transactional documents (SHA and AoI of NewCo)
  • Central Bank of Cyprus in the sale of three Cypriot banks’ operations in Greece in the context of the resolution measures ordered by the Central Bank of Cyprus for the restructuring of Cypriot banking system
  • Banco Commercial Portugues in the sale of all the shares of Millenium Bank, its wholly owned Greek subsidiary, to Piraeus Bank
  • Strategic Initiatives (a private equity fund) in its bid in the international tender organised by the Agricultural Bank of Greece that resulted in the acquisition of a controlling shareholding stake in Dodoni SA, one of the leading Greek dairy producers. Our assistance included a full-fledged legal & tax due diligence over the target company, advising the client in successive rounds of negotiation with the seller, and successful handling of litigation initiated from minority shareholders seeking to challenge the closing of the transaction
  • Georgia Pacific, in the context of divesting its European business to the Swedish Group SCA, to the extent applicable to Greece
  • Premier Capital Ltd, a major Maltese business, in connection to the acquisition of the own-operated restaurants of McDonalds in Greece, through the carve-out of the business, transfer to a dormant entity and consecutive purchase of the shares thereof
  • Benetton, in the context of acquiring commercial stores in Greece from former cooperating parties
  • a major German conglomerate active in the retail business, in the context of an intragroup restructuring of its Greek subsidiaries. In particular we advised on the feasibility of upstream or downstream merger implemented by companies with negative equity
  • EuroChem GmbH in the context of the acquisition of the K+H Hellas a member of the K+H Group (a leading company on agricultural supplies) which will be involved in agricultural supplies trading with a focus on industrial chemical products. This transaction covers all aspects of the acquisition (including legal due diligence) with respect to the K+H Greek subsidiary
  • Sudzucker AG in its bid to acquire the biggest Greek sugar manufacturer (Hellenic Sugar Industry SA) along with its Serbian and Cypriot subsidiaries from the Agricultural Bank of Greece. Our assistance included a full-fledged legal due diligence, advice on potential delisting strategies and provision of comments on the draft SPA provided by the Agricultural Bank of Greece (the actual bidding procedure was suspended)
  • Fosun Group on the acquisition of a minority stake in Folli Follie
  • Shell with respect to the sale of the Cinergy participation in EPA Attikis
  • Altadis Group / Imperial Tobacco Handling for the merger of the local subsidiary of the Altadis Group into the local subsidiary of Imperial Tobacco as part of the global merger of the two companies. This transaction was part of the global project of the acquisition of Altadis by Imperial Tobacco
  • Urbaser SA in the context of establishment of a joint venture company with Public Power Corporation (the largest power utility in Greece) which will be handling waste management projects. This transaction facilitates the cooperation between the Public Power Corporation and Urbaser SA one of the global leaders in the industry of waste management
  • International Power for the due diligence for the acquisition of Power projects in Greece (Endesa Hellas). (Deal not consummated)
  • Solera Group for the acquisition of the business of Audatex Hellas which is a joint venture company of the major insurance carriers in the Greek market offering services of electronic assessment of car repairs
  • Nokia Siemens Networks on numerous legal issues resulting from the carve-out of the networks business from Siemens and the relevant joint venture created as a result thereof. We assisted NSN on corporate, civil, telecommunications and tax-related issues arising from the implementation of the above carve-out and in relation to its customers (e.g. OTE) and suppliers
  • The biggest supermarket chain in Greece and subsidiary of the second largest retailer in the world for the acquisition of DIA Hellas (the leading discount supermarket chain in Greecefor a transaction of approximately 120 million euro
  • Motorola in the spin-off of its mobile communication business
  • Motorola in the sale of its networks business to NSN Hellas AE
  • Edison SPA on its cooperation with DEPA, the Public Gas Corporation, for the establishment of a Greek company managing the Greek – Italian Natural Gas Submarine pipeline
  • Nucor Corporation, one of the largest US steel industries,on the acquisition of a stake in the steel business of Sidenor Group (deal not consummated)
  • PPC on its cooperation and shareholder’s agreement with Contour Global
  • The Hellenic Exchanges, the parent company of the Athens Stock Exchange, on the restructuring of its group of companies from a regulatory, corporate (including corporate tax analysis) and labour law point of view. We provided legal and tax advice on ways of restructuring including mergers and transfer of business activities
  • The Public Gas Corporation (DEPA) on the spin-off of the sector comprising the national system of natural gas within the Greek territory which was planned, according to the law, to be contributed to a newly-established company under the name “Hellenic Gas Transmission System Operator” (DESFA). Such spin-off was made in accordance with the law providing the deregulation of the natural gas market and our work involved regulatory, corporate and labour law issues. We were involved in the drafting of the Presidential Decree incorporating the Articles of Association of the new company, of the Presidential Decree regulating the transfer of employees as well as of other relevant documentation
  • The Public Gas Corporation (DEPA) on the merger by absorption of two of its subsidiaries engaging in the distribution of natural gas into a third subsidiary engaging in the same activity. We provided legal advice on all issues related to such merger, including drafting of the relevant agreements
  • Caisse Nationale de Credit Agricole on the acquisition of 6.7% shareholding of Commercial Bank of Greece and the related cooperation agreements between their subsidiaries. We conducted the due diligence of the Commercial Bank of Greece and its subsidiaries, participated in the drafting of the share purchase agreements, the shareholders agreements and the joint venture agreement. We also drafted and filed the relevant notification to the Competition Committee
  • Blue Circle Industries PLC (BCI) on the acquisition of the Heracles-Halkis Cement group, listed on the ASE. We advised BCI on all aspects of the transaction, including contract and company law issues, competition, administrative and environmental matters. We conducted a full legal due diligence of the 40 companies of the group including industrial plants, participated in the drafting of all relevant agreements and filed the relevant notification with the Competition Committee
  • Lenovo on the acquisition of IBM PC business in Greece
  • ExxonMobil Corporation on the dissolution of its joint venture with British Petroleum for their fuel and lubricants business in Greece
  • AIG on the creation of a joint venture in Greece following a re-structuring of local activities
  • Chevron Corporation and Texaco Corporation on their joint venture for their marine fuel and lubricants business in Greece and Texaco Corporation on the sale and purchase agreement of their fuels business assets in Greece with Royal Dutch Shell
  • Compaq and Hewlett Packard with respect to the implementation of their merger in Greece
  • ABN AMRO on the sale of their Consumer and Commercial Clients Business in Greece to Aspis Bank
  • A major European telecommunications company with respect to the contemplated sale of its share in a Greek telecommunications provider and participating in the drafting and negotiation of the share purchase agreement
  • Bayer on the divestiture of its household business in Greece
  • Cadbury Schweppes with respect to the acquisition of Warner Lambert AE (formerly with Pfizer Inc.)
  • Tupperware Corporation with respect to the acquisition of the direct selling beauty care business of Sara Lee (Nutrimetics)
  • Johnson & Johnson with respect to the acquisition of Pfizer’s Consumer Healthcare Products
  • Sony Music on its joint venture with BMG in Greece
  • Scandinavian Broadcasting Systems (SBS) in connection with the acquisition of one of Greece's major radio stations. We advised SBS on the regulatory framework governing radio broadcasts in Greece and drafted and negotiated the share purchase agreements
  • Leroy Merlin on the formation of a joint venture with Fourlis
  • Arla Foods on the merger by absorption of a subsidiary of the Delta Dairy group of companies (now Vivartia). We advised Arla Foods on all aspects of the merger, conducted the relevant due diligence, contributed to the drafting of the shareholders agreement, monitored the merger procedure in line with law 2166/93
  • GeoPost on the acquisition of a courier company in Greece
  • First Choice Holidays plc on the acquisition of Meridian, one of the largest Greek incoming tour operators
  • Weight Watchers International, Inc. on its proposed acquisition of all the assets of a Greek entity
  • Itway SpA on the acquisition of a Greek IT company
  • S&T Integration & Technology Distribution AG on the swap of a 100% stake in a Greek IT company
  • The Colomer Group on the acquisition of a majority stake in a Greek cosmetics company
  • Agfa Geavert NV as to its restructuring of its business sectors and activities
  • Johnson & Johnson as to the transfer of one of its business sectors
  • Sun Capital Partners in connection with its offer to acquire a controlling interest in Ideal Standard
  • Bertelsmann AG with regard to a vendor due diligence project and the implementation of a relevant equity transfer
  • Industex regarding the acquisition of a controlling stake in a Greek company
  • Havas Media on the establishment of a joint venture company
  • Pierre Fabre Group as to the restructuring of the operations and business sectors in Greece and implementing the reorganisation thereof.

Zepos & Yannopoulos is the Greek contributor to the International Bureau of Fiscal Documentation's ongoing publication "Guide to Mergers & Acquisitions".

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