There is a buoyancy about the M&A market. "We were hoping to see an increase of activity in banking followed by M&A but it happened the other way around," says one partner, adding: "Spring 2011 saw a large number of transactions. Small sized and large transactions [some were] several 100's of millions, these are positive signs. There is interest and expectations from sellers." However, others offered qualifications to their enthusiasm. "The transactions are small on value. It's picking up but it's not as much as we'd like," another partner says. Statistics have provided a measure for such subdued optimism. In 2010, the aggregate of the value of deals stood at €1.4 billion. However, it is a salient feature that a rather high number of these transactions ranged between €5 - 60 million. There were only three deals in excess of €100 million being completed.
To elaborate, the small-size deals market developed with the increase in the number of local entrepreneurs who altered their expectations to suit the new market conditions. "Local M&A is very busy and the market was revamped by trade activity," one partner says.
Of late, there have been a number of industry sectors that have been of interest to international investors. "Energy is hot. It's the most interesting with respect to M&A," says one partner. There has been particular interest in renewable energy produced from wind sources and conventional energy produced from oil and gas reservoirs, and natural resources including silver and gold. The state's aim to sell its minority stakes in various utility companies in the oil and natural gas industries, the petrochemical and telecommunications industries can potentially attract some major strategic investors. This could very well directly benefit the Romanian economy. However, this is conditional on the state going through with its plans. "The government might privatise mining and energy but the government is moving very slowly and is using the capital markets for privatising," one partner says.
The pharmaceuticals sector has been subject to consolidation trends. "The healthcare and pharma sectors were very active last year. Although deals were not signed there was a lot of activity," one partner said, with another adding: "Romanian internationals are looking at reinforcing their position, to move from Romanian to [become] international players. Before they worked through distributors," one partner says. There have also been reports of a revival of interest in the banking sector, while real estate is engaged with more discussion. "We'll see properties taken over. It will be more active especially in the second half," one partner said. The TMT sector had some deals too and private equity had "some sort of pick up". In summation, as one partner puts it: "All in all it was a better year than 2009."
Musat & Asociatii
Musat & Asociatii is a trusted Romanian brand and M&A is when the firm really comes into its element. In this edition, the firm retains its top tier position as it continues to attract the high value deals....
[more]
Musat & Asociatii is a trusted Romanian brand and M&A is when the firm really comes into its element. In this edition, the firm retains its top tier position as it continues to attract the high value deals. Nevertheless, while many peers refrain from questioning the historically acquired status of the firm, some have cast doubt on its prominent standing. "With privatisation and M&A, Musat is good," says one partner, with another stating in contrast: "They're not so strong anymore. They lost an important team and two very important clients. This is a blow for the firm and they're not strong enough for tier one." "They're good in Romanian matters but not so good in the international M&A environment," yet another competitor says.
On the other hand, clients express their satisfaction with the performance of the firm and the story here is a lot more stable. "Musat was very hard working. They're tough negotiators," one client says, adding: "They were very knowledgeable, able and innovative. Even in deadlocks they called me personally and wanted to make sure we were clear on the deal." Another client says: "Musat & Asociatii exceeded our expectations every time we requested their advice. They are one of the few full service law firms in Romania, thus having the capability and knowledge to provide integrated legal advice."
Additionally, Catalin Baiculescu has been subject to praise."[He] has a strong technical expertise and is also a very bright M&A lawyer, vigilant and experienced. He knows that the devil stays in details and pays much attention to every particularity of the legal issues. Our projects wouldn't be finalised without him, as he isn't just an excellent lawyer, but makes sure that he understands what we really want and the specific of our business."
In a tough market, the firm is involved in some significant transactions. It advised the Rompetrol Group in regard to the debt-for-equity swap of its historical debt to the Romanian State in an aggregate value of €570 million. Furthermore, the firm advised Alka Pro, in connection to the sale of its seeds and nuts activity (Nutline) to Intersnack Group and advised RE Power with respect to the €15.5 million acquisition of Elcomex.
[hide]
Leading lawyers
Catalin Baiculescu
Gheorghe Musat
Miruna Suciu
Nestor Nestor Diculescu Kingston Petersen
Nestor Nestor Diculescu Kingston Petersen draws upon its wealth of experience and its substantial capacity to strengthen its position in the first tier. "It is the oldest and most respected firm on the market," one competitor says, adding: "Nestor has more capacity [in comparison to others in the market]....
[more]
Nestor Nestor Diculescu Kingston Petersen draws upon its wealth of experience and its substantial capacity to strengthen its position in the first tier. "It is the oldest and most respected firm on the market," one competitor says, adding: "Nestor has more capacity [in comparison to others in the market]." Clients have found the firm praiseworthy with one saying: "They're very quick and very responsive."
At an aggregate of €100 million, the firm continues to assist Campofrio Food Group on closing and post-closing matters related to the joint venture with Caroli Foods. This is aimed at the consolidation of its Romanian meat products manufacturing business. Additionally, the firm supported Alfred Toepfer International Netherlands, with regard to the indirect acquisition of the joint control over a national port operator company. This transaction represents the second phase of a two-step acquisition of full ownership and control over one of the two shareholders of the target. Furthermore, at €5.6 million, the firm assisted Sixt New Kopel in connection to the acquisition of the Bucharest Automotive Business of IPSO SRL. The firm also supported a local entrepreneur with respect to the sale of 100% of the shares of Rom Re Ro Munteanu to Dynea International.
Last but not least, the firm advised Motorola, with regard to local subsidiaries, as part of a global transaction (at €678 million) regarding the divestment of a part of the cellular networks business and transfer thereof to Nokia Siemens Networks.
[hide]
Leading lawyers
Ruxandra Maria Bologa
Gabriela Cacerea
Adriana Gaspar
Tuca Zbârcea & Asociatii
With the highest turnover among the Romanian domestics, Tuca Zbârcea & Asociatii has been busy hiring new members to its team in an effort to reinforce its pre-existing strength. The firm forms part of the corpus of three traditional Romanian firms, which maintain hegemony in the top tier....
[more]
With the highest turnover among the Romanian domestics, Tuca Zbârcea & Asociatii has been busy hiring new members to its team in an effort to reinforce its pre-existing strength. The firm forms part of the corpus of three traditional Romanian firms, which maintain hegemony in the top tier. The large M&A team of the firm stands at 15 lawyers with three practice partners and another three partners actively involved in deals. Moreover, the firm has recently internally promoted Silvana Ivan and Irina Moinescu to the partnership. Cornel Popa is one individual who has been praised for his skill.
"Tuca is the largest by share number," says one partner, with another saying: "Tuca has good Romanian experience." The firm is well connected and close to the state and in the last 12 months, has been involved in some high-ticket mandates.
At €2.8 billion, the firm is advising Gabriel Resources / Rosia Montana Gold Corporation with regard to all M&A and privatisation matters relating to the project to open a gold mine in the Transylvania region. The project is the largest FDI (foreign direct investment) in Romania to date and has pointedly advanced the economy and promises to create much employment. At €2 billion, the firm is supporting Hidroelectrica in the implementation of the largest restructuring in the energy sector. This includes a combination of spin-off and merger operations to be conducted simultaneously at the level of 17 different state-owned entities in the power and heat generation sector. The completion of the project will result in the creation of two energy powerhouses, Hidroenergetica and Electra. Furthermore, the firm advised Sofiproteol / Saipol in a €80 million transaction for the acquisition of the majority shareholding in Expur - from the Swiss-based Alimenta Group.
[hide]
Leading lawyers
Stefan Damian
Florentin Tuca
Gabriel Zbarcea
Badea Clifford Chance
Badea Clifford chance has had a solid year and consolidates its tier two ranking. As the only magic circle firm with a fully integrated practice in Romania, the firm continues to build market share....
[more]
Badea Clifford chance has had a solid year and consolidates its tier two ranking. As the only magic circle firm with a fully integrated practice in Romania, the firm continues to build market share. The firm is also known for its global network and the Bucharest office plays a significant role to this end.
One advantage a fully integrated firm like Badea Clifford Chance has on the market is the ability to follow a mandate the whole way through. "Clifford Chance could have done the deal as one firm," one partner says.
In line with the quiet optimism, which grips the market, the corporate/ M&A practice of the firm secured the largest volume of transactions in the last 12 months.
The firm advised Innova Capital with regard to the acquisition of 96% of Provus Services Provider and its subsidiary, RomCard, a Romanian card processing and e-commerce business. This was a transaction with several parties and involved negotiating and drawing up intricate transaction documentation. Additionally, the network capabilities of the firm were on display when it supported Immofinanz, in five jurisdictions, on the largest real estate transaction in the region since the start of the crisis. The firm's ongoing advice is related to the potential acquisition of a large real estate portfolio in Romania, Moldova, Croatia, Turkey and Ukraine. Furthermore, the firm advised Sony Pictures Television with regard to the acquisition of an equity stake in a Romanian company engaged in sales of television advertising, including on competition law issues.
[hide]
Leading lawyers
Daniel Badea
Nadia Badea
CMS Cameron McKenna
The largest international firm in Bucharest, CMS Cameron McKenna is another one of the fully integrated international firms that offers the complete transactional package. The eminent CEE (Central & Eastern Europe) network of the firm has led to its fond regional description as "magic circle"....
[more]
The largest international firm in Bucharest, CMS Cameron McKenna is another one of the fully integrated international firms that offers the complete transactional package. The eminent CEE (Central & Eastern Europe) network of the firm has led to its fond regional description as "magic circle". "They have a very good network and it's helpful to get expertise in other jurisdictions like Serbia, Romania, London and Ireland," one client says. Looking ahead, the firm is well placed and well respected with some competitors calling for a top tier position. "They are good quality," another client says, adding though: "To some degree on diligence, they did too much of a report. They did a little too much and they can be more concise".
The firm continues to advise Iberdrola Energias renovables and Eolica Dobrogea on the indirect acquisition of the first wind project, which has an installed capacity of 80MW and is located in Dobrogea, Romania. In the region of €300 million, it is one of the client's most important global projects, and the most important wind energy project in Romania. The design involves more than 1,600 hectares of land acquired from over 300 owners. Additionally, the firm is active in the pharmaceuticals sector and advised Ozone Pharmaceuticals and A&D Pharma on one of the biggest deals of 2010 in that sector.
In a deal which displayed cross-border capabilities of the firm, the firm also advised the shareholders of Ozone Pharmaceuticals, with respect to the sale of the international part of the Ozone Pharmaceuticals business to A&D Pharma, the largest Romanian pharmaceutical distributor and retailer. The firm also acted for Oryxa Capital who has acquired Cadbury's Kandia-Excelent. Kraft Foods agreed to sell Cadbury's chocolate confectionery business in Romania to Oryxa Capital for an undisclosed amount to meet the European regulatory requirement of its Cadbury acquisition. The deal awaits European Commission approval.
[hide]
Leading lawyers
John Fitzpatrick
Horea Popescu
Popovici Nitu & Asociatii
There is no doubt that in terms of volume Popovici Nitu & Asociatii is a market leader. The firm chalk ups more M&A deals than any other competitor on the market....
[more]
There is no doubt that in terms of volume Popovici Nitu & Asociatii is a market leader. The firm chalk ups more M&A deals than any other competitor on the market. Acting for local entrepreneurs, strategic investors and private equity funds, the firm has acquired a wealth of experience across a range of sectors. "Popovici had a lot of significant projects, well more projects," says one partner with another adding: "Popovici has the largest number of deals but it is not better than others. But it has been active."
At an aggregate of €3 billion, the firm is advising Filasa and Sanafi on various matters. This includes the acquisition of land plots, setting up of a cogeneration plant, investor's participation to the local electricity market and the development of energy producing capacities using wind based energy resources. With a portfolio exceeding 1,900 MW, it is one of the most important wind energy schemes in Romania and includes over 25 projects in areas such as Caras-Severin, Constanta, Braila, Suceava and Tulcea. Additionally, at €40 million, the firm advised Auchan on the acquisition (in a 50-50 partnership with BelRom) of an industrial platform in Craiova, the Electroputere Industrial Platform, with the goal of developing the largest commercial centre in the region. At €400 million, the firm also advised Autogrill in its joint venture with the Romanian national airport for the operation of food and beverage commercial spaces in the International Airport Henri Coanda.
[hide]
Leading lawyers
Florian Nitu
Ernest-Virgil Popovici
Bogdan Constantin Stoica
Salans
This year, Salans retains its place in the second tier for its M&A work. Nevertheless, there is scepticism among market players as some have noted a loss in market share....
[more]
This year, Salans retains its place in the second tier for its M&A work. Nevertheless, there is scepticism among market players as some have noted a loss in market share. "I'd double check Salans. They had a major client, but besides that we haven't met," says one partner. "Salans is a funny animal. It's not your typical international law firm," another partner says, adding: "They were founded in Paris by Americans and have an office in Moscow. They're more of a European boutique, an emerging markets boutique with headquarters in Paris. It's a different model but they're a very good firm."
Despite these reservations, driven by Anda Todor, the firm is involved in interesting mandates and continues to show its proficiency for multi-disciplined cross-border work. In the last year, the firm closed a major deal in the agriculture sector for CHS (Nasdaq: CHSCP). In a sector, which has been neglected of late and amid negotiations which lasted for two years, the firm completed what was the first closed M&A deal of 2011. It advised the clients in acquiring the majority stake in Agri Point, a company that operates the Silotrans grain storage business at the Port of Constanta in Romania. The firm also advised Romtelecom in connection with the acquisition of the "Direct to Home" business of Digital Cable Systems, one of local market leaders in telecommunications.
Although not active in the major M&A transactions of the firm this year, Christopher Berlew is described as a "very wise and experienced" M&A lawyer.
[hide]
Leading lawyers
Claudiu Munteanu-Jipescu
Anda Todor
Schoenherr si Asociatii
The seasoned firm Schoenherr si Asociatii has been busy and visible. "Schoenherr is quite active," one partner says, with another adding: "Schoenherr are close to Austrian investors and do work for Petrom which adds deals to their portfolio....
[more]
The seasoned firm Schoenherr si Asociatii has been busy and visible. "Schoenherr is quite active," one partner says, with another adding: "Schoenherr are close to Austrian investors and do work for Petrom which adds deals to their portfolio." Mihai Radulescu is one individual that has been drawn out for praise. "From Schoenherr, Mihai Radulescu is good. I met him and saw how he dealt [with matters] and he made a good impression," says one competitor. Furthermore, the experienced Markus Piuk has been a notable among his peers. "Markus Piuk is a good lawyer," says another partner.
In the last 12 months, the firm has been active in advising its key client Petrom, the largest Romanian company, in relation to the spin-off of its wholesale and retail units into a separate entity. This action is the largest corporate reorganisation in Romanian history. Moreover, for the same client, at €20 million, the firm advised Petrom in relation to the finalisation of the acquisition of approximately 35% of Petrom Moldova. Additionally, Schoenherr's Bucharest office continues to advise the Romanian Government in relation to the takeover of CEZ's participations in Energo-Nuclear by Nuclearelectrica and in further developments in the process of financing, construction and operation of the Units 3 and 4 at Cernavoda Nuclear Power Plant.
Another highlight for the firm saw them advising East Point Holdings on the €45 million sale of its subsidiary Agri Point to CHS Europe. Apart from the sale of the company, Schoenherr advised on the pre-closing restructuring of Agri Point.
[hide]
Leading lawyers
Markus Piuk
Mihai Radulescu
Bulboaca & Asociatii
Bulboaca & Asociatii has had a fairly active year and is currently advising MeadHealth in connection with the anticipated acquisition of a modern Romanian pharmaceutical manufacturing company....
[more]
Bulboaca & Asociatii has had a fairly active year and is currently advising MeadHealth in connection with the anticipated acquisition of a modern Romanian pharmaceutical manufacturing company.
[hide]
Gide Loyrette Nouel
Gide Loyrette Nouel retains a place in the third tier this year and is advising Optimal Activ on the acquisition of a group of companies specialising in waste collection and management from the Veolia Group....
[more]
Gide Loyrette Nouel retains a place in the third tier this year and is advising Optimal Activ on the acquisition of a group of companies specialising in waste collection and management from the Veolia Group.
[hide]
Marian Dinu Law Office
Marian Dinu Law Office in co-operation with DLA Piper is one to watch out for. Looking ahead, the firm will be pushing for a place in higher tiers as commentators note its increased activity....
[more]
Marian Dinu Law Office in co-operation with DLA Piper is one to watch out for. Looking ahead, the firm will be pushing for a place in higher tiers as commentators note its increased activity.
"DLA Piper is up and rising," says one partner, with another adding: "DLA has well known practitioners [and] Marian Dinu is well known; she is one of those you can count on". However, there are some concerns as to the firm's flexibility on pricing. Nevertheless, as one partner says: "Fee pressure is there. It has not gone away. One of the tendencies is to move away from fixed fee arrangements. It has become very unpredictable. Not so many firms are consistent. It's volatile. There are different approaches to fees".
[hide]
PeliFilip
PeliFilip advised CVC Capital Partners on Romanian law matters with regard to its €1.5 billion leveraged acquisition of InBev in seven CEE countries....
[more]
PeliFilip advised CVC Capital Partners on Romanian law matters with regard to its €1.5 billion leveraged acquisition of InBev in seven CEE countries. The firm has also been involved in other interesting mandates and continued to increase its market share. It will be pushing for higher places in the coming years.
[hide]
Radu Taracila Padurari Retevoescu (RTPR)
One highlight for Radu Taracila Padurari Retevoescu (RTPR) saw the firm advise KBC Securities and KBC Securities Romania in the intermediation of the €107 million sale by the European Bank for Reconstruction and Development (EBRD) of its shareholding in BRD - Group Société Générale Bucuresti on the Bucharest Stock Exchange....
[more]
One highlight for Radu Taracila Padurari Retevoescu (RTPR) saw the firm advise KBC Securities and KBC Securities Romania in the intermediation of the €107 million sale by the European Bank for Reconstruction and Development (EBRD) of its shareholding in BRD - Group Société Générale Bucuresti on the Bucharest Stock Exchange.
[hide]
D&B David si Baias
D&B David si Baias enters the rankings into the fourth tier this year. The firm has been busy and attracted some notable mandates....
[more]
D&B David si Baias enters the rankings into the fourth tier this year. The firm has been busy and attracted some notable mandates.
In one such, deal, D&B supported Caroli Foods, the second largest Romanian producer of cold cuts, in connection with the negotiation and implementation of a €70 million strategic joint-venture with Campofrio Food Group. The joint-venture is set to become the new leader in the Romanian cold cuts market.
"D&B are involved in food sector deals. They're also active in the retail complex... They're good. They should be in tier 3 before half of the firms here...without any doubt," says one competitor.
[hide]
Kinstellar
Kinstellar moves into the fourth tier after an active year.In a deal worth €15 million, the firm advised Eureko in connection with the sale of the largest private hospital in Romania and a network of clinics (Euroclinic) to Advent International....
[more]
Kinstellar moves into the fourth tier after an active year.
In a deal worth €15 million, the firm advised Eureko in connection with the sale of the largest private hospital in Romania and a network of clinics (Euroclinic) to Advent International. The firm was also involved in the largest transaction in the Romanian financial sector in 2010 when it advised Türkiye Garanti Bankası with regard to the acquisition of a controlling participation in the share capital and voting rights of the Romanian subsidiaries of GE Money.
[hide]
Voicu & Filipescu
Voicu & Filipescu has had a busy year and supported a Chinese-American private equity group with regard to a transaction for the €7 million share acquisition in a wind energy project exceeding 200 MW....
[more]
Voicu & Filipescu has had a busy year and supported a Chinese-American private equity group with regard to a transaction for the €7 million share acquisition in a wind energy project exceeding 200 MW.
[hide]
White & Case Pachiu
White & Case Pachiu successfully earns a ranked place after participating in Banco Bilbao Vizcaya Argentina's acquisition of a 24.9 % stake in Turkiye Garanti Bankasi....
[more]
White & Case Pachiu successfully earns a ranked place after participating in Banco Bilbao Vizcaya Argentina's acquisition of a 24.9 % stake in Turkiye Garanti Bankasi. The firm dealt with the Romanian legal aspects of this €5 billion transaction.
[hide]
Zamfirescu Racoti Predoiu
Zamfirescu Racoti Predoiu maintains a strong practice, yet commentators do not see it as a force in M&A. This is so, in light of the practice's litigation heavy orientation....
[more]
Zamfirescu Racoti Predoiu maintains a strong practice, yet commentators do not see it as a force in M&A. This is so, in light of the practice's litigation heavy orientation.
"Zamfirescu have less M&A than before. They did privatisation in the past which brought recognition," says one partner. In 2011, the firm was involved in the €10 million sale of a participation from Topex to RUSA-Rohde & Schwartz Anlagen. The firm also supported Menzies Aviation in the €1.2 million acquisition of Transilvania Handling Services.
[hide]
Reff & Associates
Reff & Associates supported New Europe Property Investments in the largest real estate acquisition of 2010. This was for the purchase of the office complex Floreasca Business Park for over €100 million....
[more]
Reff & Associates supported New Europe Property Investments in the largest real estate acquisition of 2010. This was for the purchase of the office complex Floreasca Business Park for over €100 million.
[hide]
Other notable - Vilau & Mitel
Vilau & Mitel advised Raiffeisen Bank, Raiffeisen Bausparkasse and Bausparkasse Schwäbisch Hall in regard to the merger between Raiffeisen Banca pentru Locuinte and HVB Banca pentru Locuinte....
[more]
Vilau & Mitel advised Raiffeisen Bank, Raiffeisen Bausparkasse and Bausparkasse Schwäbisch Hall in regard to the merger between Raiffeisen Banca pentru Locuinte and HVB Banca pentru Locuinte.
[hide]
Other notable - Wolf Theiss
Wolf Theiss advised International Automotive Components (IAC) Group, a global supplier of automotive components and systems, in its plan to build an automotive components factory in Romania. Wolf Theiss provided exclusive legal assistance for this €58 million Greenfield acquisition....
[more]
Wolf Theiss advised International Automotive Components (IAC) Group, a global supplier of automotive components and systems, in its plan to build an automotive components factory in Romania. Wolf Theiss provided exclusive legal assistance for this €58 million Greenfield acquisition.
[hide]
Other notable - Platis Bazilescu
Platis Bazilescu is a firm that benefits from its association with Ernst & Young. In cooperation with the large professional service firm, Platis Bazilescu advised Profi Rom Food in the operation of a merger with a subsidiary chain store....
[more]
Platis Bazilescu is a firm that benefits from its association with Ernst & Young. In cooperation with the large professional service firm, Platis Bazilescu advised Profi Rom Food in the operation of a merger with a subsidiary chain store. Furthermore, the firm supported Sofidel in conducting due diligence with regard to the acquisition of a significant Romanian company.
[hide]
Other notable - Pachiu & Associates
The independent Pachiu & Associates’ international reach is enhanced by its membership of the Primerus International Society of Law Firms and its cooperation with international firms like Freshfields Bruckhaus Deringer. The firm advised RP Estates Development, a real estate developer, in its €1....
[more]
The independent Pachiu & Associates’ international reach is enhanced by its membership of the Primerus International Society of Law Firms and its cooperation with international firms like Freshfields Bruckhaus Deringer. The firm advised RP Estates Development, a real estate developer, in its €1.5 million acquisition of a former state owned company in order to secure ownership rights over an office building in the centre of Bucharest.
[hide]
Other notable - Sulica Protopopescu Vonica
Sulica Protopopescu Vonica were on the local side of an important global deal in the life insurance and pensions market when it advised Alico Asigurari Romania and Alico Societate De Administrare A Unui Fond De Pensii Administrat Privat in the transfer of shares in life insurance and pensions subsidiaries all around the world of the vehicle Alico Holdings, constructively owned by AIG, to MetLife....
[more]
Sulica Protopopescu Vonica were on the local side of an important global deal in the life insurance and pensions market when it advised Alico Asigurari Romania and Alico Societate De Administrare A Unui Fond De Pensii Administrat Privat in the transfer of shares in life insurance and pensions subsidiaries all around the world of the vehicle Alico Holdings, constructively owned by AIG, to MetLife.
[hide]