The drill. team consists of experts with more than 24 years of experience in M&A. We provide assistance to all types of M&A transactions working with local and cross-border mergers and business acquisitions.
We believe in small teams, impeccable project management and personal involvement of partners in the transaction. We are reliable, creative and successful partners for our clients in M&A transactions. We offer each client an individual approach and maximum support throughout the transaction process.
Our clients are experienced investment funds and bankers, for whom concluding M&A transactions is commonplace, and also such business owners, for whom M&A is the largest transaction of their life so far.
Our legal advice includes legal due diligence, formation and selection of the most appropriate transaction structure, preparation and negotiation of transaction documents, negotiation of financing documents involved in the transaction, relations between parties, and issues to be resolved after acquisition or merger.
Our team of M&A experts gave legal advice to the owner of Latakko, a tire wholesaler in Latvia, Estonia and Lithuania and retailer in Latvia of more than 25 years, in a transaction where the Scandinavian holding company, Nordic Tyre Group, acquired Latakko companies in all three Baltic countries.
As a result of this transaction, Nordic Tyre Group has become a leading independent distributor of tires and wheels in Norway, Sweden, Finland and the Baltic countries. The total revenue of Nordic Tyre Group and Latakko is estimated at more than 320 million EUR, with over three million tires sold annually. The transaction is still to be cleared by the competition authorities.
Our team of M&A experts provided the client with a full range of legal assistance, which included both the coordination of the documents for concluding and executing the sale transaction and the coordination of documents related to the client’s future participation in Nordic Tyre Group in the capacity of partner. The transaction was implemented in cooperation with M&A consultants Auctus Capital SIA.
More information about the transaction can be found here and here (text available only in Latvian).
HansaMatrix is a fast-growing, high-technology company offering electronic product and system design, industrialization and complete manufacturing services in data networking, Internet of Things, industrial segments and other high added value business segments. HansaMatrix shares are listed on the regulated market.
ZGI Capital ranks among most experienced managers of venture capital funds in the Baltics and has been operating since 2005. ZGI Capital currently manages several alternative investment funds, including the fourth generation growth venture capital fund ZGI-4.
Our M&A practice team advised ZGI Capital throughout all stages of the transaction, including legal due diligence as well as developed and coordinated all investment-related documents, including share purchase agreement and shareholder agreement.
Our M&A expert team gave legal advice to SIA Hotel Property regarding purchase of a four-star hotel Radi un Draugi, located in Old Riga and established in 1995 by the Latvian Welfare Trust, which brings together Latvians in exile around the world.
Our M&A expert team provided the client with a full range of legal advice in purchasing 100% of the shares of the company that owned the hotel. As part of the transaction, our team of M&A experts also participated in the establishment of cooperation with the Baltic hotel operator Hestia, as well as provided legal support in the transfer of the hotel business to the new hotel operator. The transaction was financed by private investors and AS Citadele banka.
Legal advice included, inter alia, the conduct of a full legal due diligence, the preparation and negotiation of the transaction documents, bank’s financing documents, business transfer documents and the hotel lease, as well as all post-closing issues.
Our M&A expert team provided legal advice with respect to the sale of shares held by the shareholders of 11.lv, Latvia´s third largest iGaming operator, in which 75% of shares was purchased by MRG (Mr Green), a gaming operator listed on Nasdaq Stockholm.
Gaming operator 11.lv was founded in 2012. 11.lv has been granted a licence for organizing mutual betting and betting by the Lotteries and Gambling Supervisory Inspection of Latvia, which guarantees a gaming environment that complies with all the requirements of the laws and regulations.
Per Norman, CEO of MRG, noted that 11.lv has a high profile in Latvia and it will become the basis for the company’s recognition in the Baltics as well.
Legal advice included, inter alia, the preparation and negotiation of the transaction documents and all post-closing issues.
SIA Mobilly is a licensed electronic money institution with the right to provide payment services. Its licence was issued by the Financial and Capital Market Commission, which regulates and supervises the participants of the Latvian financial sector. SIA Mobilly owns the most convenient and user-friendly payment system in Latvia, which facilitates the daily lives of more than 250,000 people and provides an opportunity for mobile phone users to make payments wherever mobile communications are available.
Our M&A expert team advised SIA Mobilly on the acquisition of shares by the fourth largest bank in Latvia, AS Citadele banka. As a result of the transaction, AS Citadele banka acquired 12.5% of the SIA Mobilly shares. The purpose of the transaction was, among other things, to integrate Mobilly’s mobile payment services into the services offered by the Citadele Group, as well as to develop new mobile payment services.
Our M&A team helped SIA Mobilly prepare and negotiate all documents related to the bank’s investment, including the investment agreement and the shareholder agreement, with the existing and new shareholders, as well as to close the transaction and resolve post-closing issues.
Our M&A team assisted the venture capital fund ZGI-3 in a transaction under which the fund exited from SIA Art Fairs Service, a start-up exhibition service provider, as well as prepared and negotiated all transaction documents.
Venture capital fund ZGI-3 provided financing to SIA Art Fairs Service in the amount of EUR 280,000 within the framework of the European Union Funds Operating Programme “Entrepreneurship and Innovation” in cooperation with ALTUM and the European Regional Development Fund.
ZGI Capital has received the award of the Latvian Venture Capital Association and the Latvian Business Angels Network “Exit of 2017” for this transaction.
AS Biotehniskais Centrs, which is the leading manufacturer of bioreactors and other special biotechnological equipment in the Baltics, has attracted investments in the amount of EUR 200 thousand from the venture capital fund ZGI-3 managed by ZGI Capital.
Our M&A practice team advised the venture capital fund ZGI-3 throughout all stages of the transaction, including legal due diligence of AS Biotehniskais centrs, as well as prepared and negotiated all investment-related documents.
ZGI Capital is an alternative investment fund manager that manages ZGI-3 and ZGI-4 funds established in cooperation with the Development Financial Institution ALTUM. ALTUM is a state-owned development finance institution that provides state support to certain target groups in the form of financial instruments (through loans, guarantees, investments in venture capital funds, etc.).
On 21 October 2016, Mobilly, one of the largest mobile payment service providers in Latvia, announced that it has managed to attract large investments in the amount of 1.1 million euro, including 700 thousand euro from the venture capital fund ZGI-3 to expand its operations. By signing an investment agreement with the venture capital fund ZGI-3, Mobilly became the largest investment attractor in the FinTech sector in Latvia in 2016.
Our M&A practice team advised the venture capital fund ZGI-3 throughout all stages of the investment transaction, including legal due diligence, as well as the preparation and negotiation of all investment-related documents.
Venture capital fund ZGI-3 makes investments in cooperation with the state-owned Development Finance Institution Altum and the European Regional Development Fund within the framework of the European Union Funds Operating Programme “Entrepreneurship and Innovation” for 2007-2013, which is implemented with co-financing from the European Regional Development Fund.
Our M&A team participated in providing comprehensive legal support to Digital Mind, one of the leading business technology experts and change management partners in the Baltic States, in connection with the acquisition of the company structural unit from Nortal.
Digital Mind has successfully implemented more than 100 projects in the areas of enterprise content and process management and automation, business analytics and other fields for clients such as Siemens Russia, DNB Bank, ABLV Bank, Latvijas dzelzceļš, Ergo and other leaders in multiple areas.
Our M&A practice team successfully represented venture capital fund manager ZGI Capital in the transaction under which its managed fund ZGI-3 provided capital and mezzanine financing to the innovative dairy producer Baltic Dairy Board.
Our M&A experts advised the client at all stages of the transaction, including legal due diligence, structuring the transaction, taking into account existing venture capital investments and co-financing from the Latvian Investment and Development Agency, as well as drafted all transaction documents.
The transaction was carried out within the framework of the European Union Funds Operating Programme “Entrepreneurship and Innovation” for the programming period 2007-2013, which is implemented with the co-financing of the European Regional Development Fund.
Our M&A team represented the venture capital fund FlyCap in financing HansaMatrix, one of the leading high-tech product development and manufacturing companies in the Nordic and Baltic countries, to expand the existing plant in Ogre and finance the company’s working capital.
Venture capital fund FlyCap provided its financing in cooperation with the state-owned Development Finance Institution Altum and the European Regional Development Fund within the framework of the European Union Funds Operating Programme “Entrepreneurship and Innovation” for the programming period 2007-2013, which is implemented with co-financing from the European Regional Development Fund.
Our experts advised the client at all stages of the transaction, including legal due diligence, structuring the transaction and also drafted all transaction documents.
We are proud to emphasize that this transaction was nominated by the Latvian Venture Capital Association and the Latvian Business Angels Network as the “Investment of the Year 2015”.
SIA Mobilly is a licensed electronic money institution with the right to provide payment services. Its licence was issued by the Financial and Capital Market Commission, which regulates and supervises the participants of the Latvian financial sector. SIA Mobilly owns the most convenient and user-friendly payment system in Latvia, which facilitates the daily lives of more than 250,000 people and provides an opportunity for mobile phone users to make payments wherever mobile communications are available.
Our team of Banking and Finance experts advised on the financing transaction of SIA Mobilly, which was concluded with the fourth largest bank in Latvia, AS Citadele banka. As a result of the transaction, AS Citadele banka acquired 12.5% of the SIA Mobilly shares. The purpose of the transaction was, among other things, to integrate Mobilly’s mobile payment services into the services offered by the Citadele Group, as well as to develop new mobile payment services.
Our Banking and Finance team helped SIA Mobilly prepare and negotiate all documents related to the bank’s investment, including the investment agreement and the shareholder agreement, with the existing and new shareholders, as well as to close the transaction and resolve post-closing issues.
AS Biotehniskais Centrs, which is the leading manufacturer of bioreactors and other special biotechnological equipment in the Baltics, has attracted investments in the amount of EUR 200 thousand from the venture capital fund ZGI-3 managed by ZGI Capital.
Our Banking and Finance practice team advised the venture capital fund ZGI-3 throughout all stages of the transaction, including legal due diligence of AS Biotehniskais centrs, as well as developed and coordinated all investment-related documents.
ZGI Capital is an alternative investment fund manager that manages ZGI-3 and ZGI-4 funds established in cooperation with the Development Financial Institution ALTUM. ALTUM is a state-owned development finance institution that provides state support to certain target groups in the form of financial instruments (through loans, guarantees, investments in venture capital funds, etc.).
On 21 October 2016, Mobilly, one of the largest mobile payment service providers in Latvia, announced that it has managed to attract large investments in the amount of 1.1 million euro, including 700 thousand euro from the venture capital fund ZGI-3 to expand its operations. By signing an investment agreement with the venture capital fund ZGI-3, Mobilly became the largest investment attractor in the FinTech sector in Latvia in 2016.
Our Banking and Finance practice team advised the venture capital fund ZGI-3 throughout all stages of the investment transaction, including legal due diligence, as well as the preparation and negotiation of all investment-related documents.
Venture capital fund ZGI-3 made this investment in cooperation with the state-owned Development Finance Institution ALTUM and the European Regional Development Fund within the framework of the European Union Funds Operating Programme “Entrepreneurship and Innovation” for 2007-2013, which is implemented with co-financing from the European Regional Development Fund.
Our Banking and Finance practice team successfully represented venture capital fund manager ZGI Capital in the transaction under which its managed fund ZGI-3 provided capital and mezzanine financing to the innovative dairy producer Baltic Dairy Board.
Our Banking and Finance experts advised the client at all stages of the transaction, including legal due diligence, structuring the transaction, taking into account existing venture capital investments and co-financing from the Latvian Investment and Development Agency, as well as drafted all transaction documents.
The transaction was carried out within the framework of the European Union Funds Operating Programme “Entrepreneurship and Innovation” for the programming period 2007-2013, which is implemented with the co-financing of the European Regional Development Fund.
Our Banking and Finance team was involved in the implementation of the first rent-to-own financial services project in Latvia. Legal services included advising on the establishment of a legal form and service structure, drafting a standard contract, advising on debt collection issues, and drafting corporate governance rules.
Our experts also successfully represented the client in the case of the Consumer Rights Protection Centre (CRPC) regarding the application of consumer credit (especially operational leasing) regulations to the services provided by our client, which could have a significant negative impact on the client’s future operations. While implementing the strategy developed by our experts, the CRPC closed the inspection case against our client.
In 2013, the Ministry of Economics launched a campaign against non-bank lending, which seriously threatened the continued existence of non-bank lenders in the Latvian market. Our team of experts was actively involved in the assessment of the relevant restrictions and represented the interests of clients, preparing substantiated objections to the implementation of the restrictions. As a result, most of the restrictions were not introduced, allowing non-bank lenders to continue to provide their services in Latvia.
As part of the transaction, SIA Vita mārkets acquired a part of the retail chain (15 stores), which operates in accordance with the franchise system under ELVI, one of the most well-known brands in Latvia. Our team of M&A experts provided assistance in structuring the initial transaction, which included both the transfer of the company and the share purchase, drafted the transaction documents, prepared a notification to the Latvian Competition Council and helped obtain merger approval, as well as practical takeover of retail stores.
Our team of M&A experts represented the company’s shareholders in a transaction under which a Finnish investor, Altia Plc., acquired 88% of the company’s shares. Our team of M&A experts provided the client with legal assistance at all stages of the transaction, including initial consolidation of shares, structuring of the transaction, negotiation of the share purchase agreement, use of the escrow account, closing of the transaction and post-closing issues.
Our team of M&A experts represented the company’s shareholders in a transaction where a Finland-based company Leipurin (its subsidiary in Latvia) acquired 100% of the company’s share capital. Our team of M&A experts provided the client with legal advice throughout all stages of the transaction, including representation of the client’s interests in the legal due diligence, negotiation of transaction documents, closing of the transaction, as well as advising on the lease of real estate owned by the seller. The transaction provided for a complicated payment and escrow account mechanism.
Our M&A expert team represented the company’s shareholders in a transaction where a French investor (Girod International SAS (Signaux Girod SA), acquired 90% of the company shares. Our team of M&A experts provided the client with legal advice throughout all stages of the transaction, including initial consolidation of shares, structuring of the transaction, negotiation of the share purchase agreement, use of the escrow account, closing of the transaction and post-closing issues.
The main purpose of the prohibition on financing stated in Article 241 of the Commercial Law is to protect the creditors and minority shareholders of a joint stock company, but in the event of reorganization and reduction of the share capital, they are protected by other provisions of the Commercial Law. Therefore, the reorganisation and reduction of the share capital carried out in accordance with the provisions of the Commercial Law do not preclude the prohibition on financing.
See:
https://juristavards.lv/doc/190991-par-aizliegumu-akciju-sabiedribai-finanset-savu-akciju-iegadi/