Mergers & Acquisitions, Private Equity, Privatizations

 

The firm's expertise includes due diligence reviews, initial public offerings, acquisitions as well as an active advisory role to a number of clients listed in the Athens Stock Exchange. The firm advises on all aspects of M&A transactions, from the structuring of the deal, its negotiation and documentation and, if required, filings to the HCC. The firm has worked on advising on the Greek part of the acquisition by Sony Music of the part held by Berterlsman for $1.2 billion. The firm advised Nireus Aquaculture in a major cross-border merger transaction for the acquisition of a listed Norwegian Company valued at 120 million, advised Diamond Resorts International in the acquisition of a company in Greece, advised on the merger of Towers Perrin and Watson Wyatt and recently completed a multimillion euro acquisition by PP S.A. of the lubricants business of Shell Hellas.

Our areas of specialization include:

  • acquisitions of private and listed companies
  • transfer of stock and assets or entire businesses
  • takeovers of listed companies
  • spin-offs and demergers
  • transformation and conversion of legal form
  • internal restructurings of companies and groups
  • contributions in kind
  • compliance with competition regulations governing mergers, acquisitions and privatizations
  • privatizations
  • mergers & acquisitions, on both the buy and sell side
  • joint venture agreements
  • public and private offerings

Please find below some bullets related to work done in Mergers and Acquisitions:
The firm has advised:


  1. LLF advised on the acquisition of European Bauxite by Kerneos Aluminate Technologies in one of the most significant MA transactions in Greece for 2015 due to the strategic nature of the transaction involving bauxite mining operations in Greece.
  2. LLF advised on the acquisition of Cardlink S.A. by listed company Quest Holdings. Cardlink is the leader in POS terminal management and a unique technology provider of payments systems in Greece providing a ONE-POS technology to banking institutions in the area.
  3. LLF advised Siemens on the privatization of ROSCO which is the Hellenic company for rolling stock maintenance S.A.. This transaction is part of the privatization program of the Greek state run by the Hellenic republic asset development fund.
  4. LLF advised on the Greek aspects of the Medtronic-Covidien global merger valued at USD 49.9 billion.
  5. Retained by Baker Mckenzie to advise on the global restructuring of Sealed Air Corp.
  6. Retained by Baker McKenzie to advise on the merger of Indesit with Whirlpool Corp a USD 1 billion global MA transaction.
  7. Retained by Baker McKenzie to advise on the local aspects of the USD 3.4 bn acquisition of Motorola Solutions Enterprise business by Zebra technologies.
  8. LLF advised Energean Oil and Gas in the most important Private Equity investment in Greece for 2013 by US Fund Third Point LLC for EUR 100 mn.
  9. Lambadarios Law Firm recently completed the first ever Cross - Border Merger to take place in Greece by application of Greek Law 3777/2009 transposing European Directive 2005/56/EC on cross-border mergers of limited liability companies from different Member States into Greek Law. The Cross-Border Merger took place by the absorption of a wholly owned Greek company by its parent UK company and raised a series of corporate, tax and labour issues, since it was the first time that the competent Greek authorities had to deal with such a case.
  10. Advised on the Phase II investigation by the Hellenic Competition Commission on the bank merger in Greece between Alpha Bank and EFG Eurobank Ergasias S.A. and the related commitments procedure initiated by the Commission. The merger was cleared on the commitments offered by the Parties with the combined entity having assets of more than EUR 100bn.
  11. Advised State owned ATEBank on the sale of ATEBank Romania with EUR 400 million in assets as part of the Privatization Programme of the Greek State agreed with the IMF and the EU.
  12. Advised State owned ATEBank on the sale of a 20% minority stake in leading Serbian Bank AIK Banka as part of the Privatization Programme of the Greek State agreed with the IMF and the EU.
  13. Advised Materis Group subsidiary Kerneos S.A. in the acquisition of a controlling stake in ELMIN S.A. a leading Greek mining company active in the bauxite market. This transaction included complicated due diligence in the mining sector.
  14. Advised Diamond Resorts Inc. in the acquisition of the leading Greek timesharing company with interests in 5 hotel complexes in Greece. This transaction involved complicated due diligence in the real estate sector and the hotel timesharing market.
  15. On the formation of a 50/50 JV between two of the leading banks in Greece and a major US multinational, as a technology provider, for the restructuring of the banks acquiring processing platform. This project included the establishment of an SPV, a complex shareholders/JV agreement, a pooling agreement between the two Banks, loan documentation, relevant SLA?s and Support contracts.
  16. On the acquisition of a 50% of the share capital of a JP Avax subsidiary by Sorgenia SpA for the formation of a 50/50 JV between a JP Avax and Sorgenia SpA for the development of energy projects (mainly wind, solar and hydro) through project financing (including EPC contracts, O&M and related documentation). This project included DD work on ongoing projects including Wind and photovoltaic, the drafting of a complex shareholders/JV agreement and EPC contracts.
  17. Petros Petropoulos SAIC, a listed entity in the Athens Stock Exchange, on the EUR 15 million acquisition of the lubricants business of Shell Hellas. This transaction included negotiating the deal with the client, drafting the required documentation, continued assistance through the closing and DD work. Moreover, extensive Post Merger work was undertaken to ensure a smooth transition.
  18. Sony Music in the EUR 1.2 billion acquisition of the 50% stake held by Bertelsmann in the 50-50 Joint venture formed a few years ago under the name SonyBMG.
  19. Nireus Aquaculture S.A. in a series of acquisitions related to the aqua farming industry in Greece creating one of the largest exporters of food products and the largest Greek food company listed in the Athens Stock exchange. The acquisitions involved the buy out of 3 companies and a cross border acquisitions of shares of Marine Farms a Norwegian entity listed on the Oslo stock exchange.
  20. On the Greek aspects of the merger of Towers Perrin and Watson Wyatt.
  21. On one of the few hostile takeover bids in the Athens Stock Exchange and the subsequent merger of Interwood S.A. with Xyleboreia S.A. for EUR 11 million. This transaction included protracted negotiations and extensive work in Capital Markets legislation in order to find the best way to achieve the clients needs.
  22. A 50-50 Joint Venture company formed by investors and EADS Deutschland Gmbh under the trade name EADS 3 SARRIS S.A. in the sale of the 50% held by investors to EADS Deutschland Gmbh.
  23. SonyBMG Music as part of a European restructuring project run by Baker McKenzie London office following the formation of the joint venture between Sony and Bertelsmann to cut back the number of subsidiaries per jurisdiction. The process included actions to obtain required approvals of the shareholders, state authorities and other stakeholders related to the project.
  24. Dow Chemical Hellas S.A. for a global project run by Sherman and Sterling Frankfurt office which included the use of favorable tax laws in order to achieve a spin off of the current production lines of the Dow Hellas manufacturing facility into two entities the acquisition of certain assets and the establishment of an SPV.
  25. Advised Goldman Sachs, Providence, Bain Capital and the Bolton Group in the winning bid for the privatization of Athens Paper Mill for EUR 250 million in one of the largest privatization projects tendered by the Greek Government. Work included all aspects of the tender procedure, bidding strategy, as well as the negotiation with the Greek State following the winning of the tender, drafting of all documentation for the financing of the transaction as well as the share purchase agreements.
  26. Advised EikonCapital the second largest private equity fund involved in mezzanine financing in Greece. The advice included financing documentation for a series of projects including first and second round financing, the issuance of a legal opinion as lenders' counsel on all projects, the drafting of share pledge agreements, account pledge agreements and other collateral documentation for each project. The projects included acquisitions and a series of mergers of the target investments.