Projects we have implemented in this industry
A Belarusian technological corporation
Support of the deal for acquisition of a share in Chinese company SLAIT from an American corporation for the purpose of the client’s entering the PRC equipment market.
A Polish manufacturer of children’s clothing
We advised a Polish manufacturer of clothing for children aged 0 to 14 within the scope of acquisition of the Belarusian leader in the children’s goods retail market.
Within the scope of this project, we performed the Due Diligence of the target company, drafted the sale and purchase agreement, and supported the deal conclusion process.
Acquisition of a Belarusian garment factory shares from the government
Valdis LLC (Russian Federation) addressed us for legal support in the process of acquisition of 100% of shares of a Belarusian garment factory from the government.
Our participation was started from holding negotiations with the government bodies and winning the auction arranged by the government. Then, we concluded the sale and purchase agreement for the shares owned by the government, registered the agreement with the relevant government bodies.
The process of complete privatization had only recently been started in Belarus, in connection with which the deal had the fundamental meaning.
Unimilk
The facility acquired was the juice manufacturing factory in Vysokoye (Brest region). The deal amount was about $3 million.Lawyers registered reorganization of the Belarusian company and selling of shares, participated in the DD of the factory, held negotiations with the investor in Moscow.
An international agricultural holding
The Client decided to acquire the complex of granaries facilities under construction in Pukhovichi district of Minsk region of the Republic of Belarus. We developed two strategies for the Client to acquire the complex of granaries: purchasing shares from shareholders, which are also included into the holding company; acquisition of the complex of granaries as an asset package of real estate facilities taking into consideration the fact that most of them were still facilities under construction.
As part of implementation of the first strategy, we performed the comprehensive Due Diligence of the seller’s company, obtained the permit from the antitrust body, and drafted sale and purchase agreements for shares. The project was suspended upon the Client’s decision after revealing of risks by us.
Agromilk
We advised a group of investors from the Central Asia under the aegis of Agromilk Holding (UAE) on the issues of acquisition of a state-owned milk farm in Grodno region of Belarus. The investors signed the investment contract with the Republic of Belarus and the sale and purchase agreement for the purpose of acquisition of the farm.
The invested project (the investments amount was $7 million) was aimed at improvement of the current buildings of the farm and construction of new ones, as well as at increasing the livestock amount. We were in charge of almost all aspects of the deal including the issues of real estate property, sale and purchase, conclusion of the investment agreement. That deal was divided into several transactions made in several jurisdictions (Switzerland, UAE, Lebanon).
A brewing company
At the moment, we are supporting the project of a Turkish brewing company for privatization of a Belarusian brewery. This is one of the largest privatization projects in the Republic of Belarus. The project is quite complex, that is why corporate law practice team and the M&A team, as well as the team for banks and project financing was involved into it.
We developed the strategy of participation in the tender for acquisition of the target company’s shares; advised the client on obtaining approval of antitrust bodies for acquisition of shares; drafted the sale and purchase agreement that protects the client’s interests as much as possible; advised the client on the issues of potential securities within the scope of the deal.
Privatization is still not widely spread in Belarus. Privatization deals are always quite large, so large market players are interested in them. And exactly large players are interested in protection of their interests to the maximum possible extent. Such tasks are of particular interest to us. We managed to develop the strategy that took into all possible risks into consideration. That made our client satisfied with our work.
Acquisition of a Belarusian design organization
It was a joint project with the Duvernoix Legal SPB law firm, within the scope of which the customer acquired several Russian and Belarusian companies. Arzinger was in charge of the Belarusian component.
Lawyers performed Due Digence of one of Belarusian FLLCs. As part of the project, we also performed the legal analysis of the corporate structure, economic activities, employment relations, documents related to the transfer of intellectual property rights, documents for real estate property, etc.
A children’s goods retailer
Arzinger represented the buyer in the scope of supporting the deal for acquisition of the controlling stake of a Belarusian children’s clothing retailer by a Polish company. We performed the legal DD and obtained the required consent for the transaction of the antimonopoly bodies of the Republic of Belarus.
A French manufacturer of milk products
In 2016, we were addressed by the French origin company, which was one of the largest global manufacturers of milk products. The client wanted to acquire the controlling shareholding of a Belarusian milk factory. We supported the entire process on the Client’s behalf.
The Corporate Law practice and the M&A practice team performed the Due Diligence of the target company, structured the entire process of the deal, developed the package of agreements (the sale and purchase agreement, the guarantee agreement, the escrow account agreement, the non-competition agreement, etc.) to complete the deal, negotiated with sellers of shares, received the required permits from antitrust authorities.
The deal was finished in January 2017. Today, we are supporting the process of redemption of shares from minor shareholders.
A Belarusian technological corporation
Support of the deal for acquisition of a share in Chinese company SLAIT from an American corporation for the purpose of the client’s entering the PRC equipment market.
A Polish manufacturer of children’s clothing
We advised a Polish manufacturer of clothing for children aged 0 to 14 within the scope of acquisition of the Belarusian leader in the children’s goods retail market.
Within the scope of this project, we performed the Due Diligence of the target company, drafted the sale and purchase agreement, and supported the deal conclusion process.
Acquisition of a Belarusian garment factory shares from the government
Valdis LLC (Russian Federation) addressed us for legal support in the process of acquisition of 100% of shares of a Belarusian garment factory from the government.
Our participation was started from holding negotiations with the government bodies and winning the auction arranged by the government. Then, we concluded the sale and purchase agreement for the shares owned by the government, registered the agreement with the relevant government bodies.
The process of complete privatization had only recently been started in Belarus, in connection with which the deal had the fundamental meaning.
Viaden
We advised the client on the issue of selling the part in the subsidiary in Belarus, as well as developed the required documents. The project was associated with the complrehensive advising on the peculiarities of the Belarusian corporate law.
Unimilk
The facility acquired was the juice manufacturing factory in Vysokoye (Brest region). The deal amount was about $3 million.Lawyers registered reorganization of the Belarusian company and selling of shares, participated in the DD of the factory, held negotiations with the investor in Moscow.
Y-Tech>>Yonder Music
Belarusian startup Y-Tech was overtaken by Yonder Music (a streaming service from the USA). The Arzinger lawyers performed audit of the company prior to the takeover and structured the deal.
An international agricultural holding
The Client decided to acquire the complex of granaries facilities under construction in Pukhovichi district of Minsk region of the Republic of Belarus. We developed two strategies for the Client to acquire the complex of granaries: purchasing shares from shareholders, which are also included into the holding company; acquisition of the complex of granaries as an asset package of real estate facilities taking into consideration the fact that most of them were still facilities under construction.
As part of implementation of the first strategy, we performed the comprehensive Due Diligence of the seller’s company, obtained the permit from the antitrust body, and drafted sale and purchase agreements for shares. The project was suspended upon the Client’s decision after revealing of risks by us.
Agromilk
We advised a group of investors from the Central Asia under the aegis of Agromilk Holding (UAE) on the issues of acquisition of a state-owned milk farm in Grodno region of Belarus. The investors signed the investment contract with the Republic of Belarus and the sale and purchase agreement for the purpose of acquisition of the farm.
The invested project (the investments amount was $7 million) was aimed at improvement of the current buildings of the farm and construction of new ones, as well as at increasing the livestock amount. We were in charge of almost all aspects of the deal including the issues of real estate property, sale and purchase, conclusion of the investment agreement. That deal was divided into several transactions made in several jurisdictions (Switzerland, UAE, Lebanon).
A brewing company
At the moment, we are supporting the project of a Turkish brewing company for privatization of a Belarusian brewery. This is one of the largest privatization projects in the Republic of Belarus. The project is quite complex, that is why corporate law practice team and the M&A team, as well as the team for banks and project financing was involved into it.
We developed the strategy of participation in the tender for acquisition of the target company’s shares; advised the client on obtaining approval of antitrust bodies for acquisition of shares; drafted the sale and purchase agreement that protects the client’s interests as much as possible; advised the client on the issues of potential securities within the scope of the deal.
Privatization is still not widely spread in Belarus. Privatization deals are always quite large, so large market players are interested in them. And exactly large players are interested in protection of their interests to the maximum possible extent. Such tasks are of particular interest to us. We managed to develop the strategy that took into all possible risks into consideration. That made our client satisfied with our work.
Acquisition of a Belarusian design organization
It was a joint project with the Duvernoix Legal SPB law firm, within the scope of which the customer acquired several Russian and Belarusian companies. Arzinger was in charge of the Belarusian component.
Lawyers performed Due Digence of one of Belarusian FLLCs. As part of the project, we also performed the legal analysis of the corporate structure, economic activities, employment relations, documents related to the transfer of intellectual property rights, documents for real estate property, etc.
A children’s goods retailer
Arzinger represented the buyer in the scope of supporting the deal for acquisition of the controlling stake of a Belarusian children’s clothing retailer by a Polish company. We performed the legal DD and obtained the required consent for the transaction of the antimonopoly bodies of the Republic of Belarus.
A French manufacturer of milk products
In 2016, we were addressed by the French origin company, which was one of the largest global manufacturers of milk products. The client wanted to acquire the controlling shareholding of a Belarusian milk factory. We supported the entire process on the Client’s behalf.
The Corporate Law practice and the M&A practice team performed the Due Diligence of the target company, structured the entire process of the deal, developed the package of agreements (the sale and purchase agreement, the guarantee agreement, the escrow account agreement, the non-competition agreement, etc.) to complete the deal, negotiated with sellers of shares, received the required permits from antitrust authorities.
The deal was finished in January 2017. Today, we are supporting the process of redemption of shares from minor shareholders.
How can we help
After successful acquisition of the facility, it is important to ensure its active work. To do this, sometimes it is important, for example, to reduce the number and the influence of minority shareholders or to change the management.
The lawyers task is to propose the lawful methods of resolving problematic situation after successful completion of a deal with the facility.
A staged plan of the client’s participation in privatization shall be developed (transformation of a unitary enterprise into a joint-stock company, acquisition of JSC shares, acquisition of the enterprise as an asset package, etc.). Our lawyers enter into negotiations, prepare addresses, proposals, participate in negotiations on the investor’s behalf.
A staged plan of the client’s participation in privatization shall be developed (transformation of a unitary enterprise into a joint-stock company, acquisition of JSC shares, acquisition of the enterprise as an asset package, etc.). Our lawyers enter into negotiations, prepare addresses, proposals, participate in negotiations on the investor’s behalf.
A staged plan of the client’s participation in privatization shall be developed (transformation of a unitary enterprise into a joint-stock company, acquisition of JSC shares, acquisition of the enterprise as an asset package, etc.). Our lawyers enter into negotiations, prepare addresses, proposals, participate in negotiations on the investor’s behalf.
The deal support process includes development of all the documents required for entering and implementation of the deal, namely: corporate permits and approvals, contracts and agreements, changes in the articles of association, documents for administrative procedures.
Company’s lawyers shall supervise the broker’s and the depositary’s activities, the client will receive the documents on asset ownership.
An efficient structure of the facility purchasing deal shall consider all legal aspects of the planned deal including tax planning, assessment of observing the antitrust or corporate laws of Belarus, guarantees. Thus, it helps saving the client’s time and money.
It must be noted that knowledge of international law and the presence of our regular partners in “countries with reduced taxation” allows our prompt assistance in the deals that use the law of foreign countries (the United Kingdom, Cyprus, etc.), as well as the deals with participation of residents of foreign countries (Switzerland, Cyprus, Great Britain, Lithuania, Israel, etc.).
After the subject purchased has been verified, negotiations between the parties are started. The subjects to be discussed are: the asset value, the payment procedure, aubsequent management issues as well as obligations and guarantees of the parties. In each such situation, it is important not only to register the results and essential terms of the deal (in the form of memoranda, term sheet agreements), but also to control the course of negotiations.
Depending on the DD results, strategy selected and the lawyer’s skills, the deal can resenble a tender, a speculation for fall, a zero-sum game or even an interview.
When buying a company in Belarus (shares, parts or a unitary enterprise), the new member (owner) wants to make sure there are no material risks affecting performance of business. Such risks can be assessed by analyzing the documents and activities of the facility, namely: verifying the commercial structure, specifics of the counterparty company transactions, license and IP, movable and real estate property, information on taxation and finance, availability of obligations and debts.
We consult both the seller and the purchaser. In each situation, we know what it all actually depends on in the course of preparing, interpreting and judicial review of legally relevant documentation.