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:
 
  • Fosun Group (one of the largest Chinese conglomerates): (a) on its bid for the acquisition of 75% of the shares of the largest Greek insurance company Ethniki Insurance along with its Cypriot and Romanian subsidiaries. Our team conducted a full legal due diligence and review and drafted the transactional documentation (SPA, SHA, and most notably the Bancassurance Agreement proposed by the seller NBG). We coordinated the legal teams in Cyprus and Romania for the respective assets of the transaction perimeter; (b) on 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 Organisation (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
  • Tui AG on the acquisition of the shares of the company Stella Polaris Creta AE from the listed company Karatzis AE. The multi-million Euro deal involved the acquisition of the shares of Stella Polaris Creta AE, owner of real estate in Ierapetra, Crete, where a new Robinson Club will be constructed by the Tui Group. Zepos & Yannopoulos advised Tui on all corporate, real estate, planning and tax issues relating to the transaction 
  • Baxter and Baxalta on all steps and matters pertinent to the transfer of Baxter Bioscience business assets to Baxalta Hellas, from the regulatory and tax law aspects of the transaction to the completion of the BTA and of all other separation agreements until closing
  • Shire on the acquisition of Baxalta Hellas. In furtherance of the global separation we assisted Shire in all corporate and regulatory matters with respect to the integration of the new corporate scheme in Greece 
  • Assodivers Underwater Contractors EPE on the cross-border merger with Cypriot Assodivers Ltd 
  • Iron Mountain on the acquisition of the shares of the Maddog SA (records storage company) 
  • MyTaxi, a Germany-based e-taxi company owned by Daimler Group, on the acquisition of Taxibeat Ltd, operator of Taxibeat -the popular Greek application for tax call, active currently in Greece and Peru
  • Arkema Europe on the acquisition of shares in DBEW Holding B.V., parent company of the Den Braven Group. The Group has a local subsidiary, the shares of which were acquired by Arkema 
  • Sole shareholder of Solid Iris Limited, a Greek leader in photorealistic rendering and visualisation software, on the selling of a 100% holding to Altair Engineering, a US multinational specialising in simulation technology
  • Teva Pharmaceuticals Europe BV on the acquisition of sole control on the global generic pharmaceutical business of Allergan
  • ICU Medical on the acquisition of Phizer’s Infusion Unit
  • TUI Travel on the acquisition of Tourgreece, a Greek travel agency, part of the French Transat group of companies 
  • General Electric (GE) on the acquisition of renewable and grid business of Alstom
  • DEPA (the Greek gas supply company) on the drafting of its Vendor’s Due Diligence Report in the context of its privatisation. 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
  • 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 (a) on 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; (b) 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)
  • Lafarge Cementos SAU on the squeeze-out of the minority shareholders of the listed company AGET Heracles 
  • The consortium of Fraport AG/Copelouzos Group on the implementation of a concession agreement for the management, operation, maintenance and development of a portfolio of fourteen peripheral Greek airports 
  • Alstom SA & Copelouzos Group on the acquisition of the entire number of shares of ROSCO SA by the Hellenic Republic Asset Development Fund (HRADF)
  • McCann Erikson Hellas on the buy-out of the company
  • 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)
  • 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.
 
Zepos & Yannopoulos is the Greek contributor to the International Bureau of Fiscal Documentation's ongoing publication "Guide to Mergers & Acquisitions".
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