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Mergers and Acquisitions, Lithuania

With the removal of barriers in the global market place, M&A transactions are now part of daily business life.

We successfully work with clients who venture into new markets or expand their reach in other countries. Each transaction involves structuring a deal, identifying the legal factors that affect valuation, negotiating agreements and solving other complex corporate matters. Our experienced lawyers will effectively guide you through the process from planning to closing.

Services

The competitive environment in which companies operate often requires changes in corporate structure. We serve our clients by structuring and implementing M&A transactions, takeovers, restructurings, joint ventures and strategic alliances.

Our work is done on both a domestic and cross-border level, from strategy and deal execution through to post-transaction reorganisation. We aim to maximise your returns at each critical stage of the deal process.

We help you to decide whether the acquisition or disposal of shares, equity interests or assets would best serve your interests. Our lawyers can structure, negotiate and draft transaction documents, carry out due diligence reviews and appear before the authorities to obtain approval of your acquisitions.

Legal due diligence of the target is an essential element of any merger and acquisition transaction. A focused review is a useful tool in the hands of the negotiating team. On the seller's side, this can be used to maximise sale proceeds, while, on the buyer's side, it can minimise transaction risks. We have extensive experience in carrying out legal due diligence in a wide range of industries.

Main areas of our expertise are:

  • acquisitions and disposals of shares, businesses and assets
  • mergers, spin-offs and other reorganisations and liquidations
  • leveraged and management buyouts
  • legal due diligence
  • joint ventures and strategic alliances
  • shareholders' agreements
  • start-ups and capital raising
  • project finance
  • privatisation.

Clients

A major Lithuanian cable telecommunication company

Performing a buy-side legal due diligence and transaction support services in relation to the acquisition of the shares in several other Lithuanian cable telecommunication companies.

Scandinavian equity fund

Acting in relation to its investment to one of the major banks of Lithuania.

A major oil and gas company (KazMunaiGaz)

Advising on the acquisition of an interest in refinery AB Mažeikių Nafta (the largest company in the Baltics). The estimated transaction value was over $1 billion.

Homburg - a major Dutch listed real estate company

Advising on several acquisitions of large commercial premises including deal structuring, due diligence and assisting in negotiations.

The largest Norwegian oil terminal

Advising on the acquisition of an oil terminal for light oil products, including deal structuring, drafting the transaction documents, assisting in negotiations and advising on deal completion.

The Estonian equity fund

Advising on the acquisition of a business in Lithuania.

A major Finnish real estate company (YIT)

Advising a subsidiary (YIT Kausta) on the disposal of a logistics terminal, including drafting the tender rules, assisting in organising the tender, and other disposal issues.

One of the largest world producers of baby food

Advising on the acquisition of the shares of a Lithuanian distributor. We also advised on other corporate matters and shareholders' agreements.

A large German corporation

Preparing a comprehensive legal study on the transfer of shares in a joint venture and drafting share transfer documentation.

A major oil and gas company

Advising on the acquisition of an interest in refinery AB Mažeikių Nafta (the largest company in the Baltics).

The leading international waste management operator

Preparing the documentation on the transfer of shares and assistance with comprehensive contract law advice.

A major textile company

Drafted share transfer documentation.

A major Lithuanian food production company

Providing overall legal support in the successful completion of a reorganisation.

Irish based company

Carrying out the legal due diligence of the Irish company, as part of the procedure of transfer of its parent company in Ireland.

A leading data communications distributor

Reviewing the acquisitions documents with the view to the acquisition of shares in a Lithuanian company.

A Dutch based developer

Drafting the acquisition documents and representing the client in negotiations related to commercial properties.

A Lithuanian company involved in the cleaning business

Carrying out a buy-side legal due diligence of a Lithuanian provider of cleaning services, aiming at acquisition of 100 percent of the shares.

A Lithuanian cosmetics retailer

Working for a Scandinavian private equity fund, we carried out an extensive buy-side legal due diligence of the company, aiming at acquisition of 100 percent of the shares. We carried out the negotiations and closed the share deal.

Several alcohol companies

Carrying out a buy-side legal due diligence of several Lithuanian manufacturers of alcoholic beverages, in the course of their privatisation. We acted as a lead privatisation legal advisor to the potential buyers in the course of the privatisation.

A global food company

Providing transaction support services and overall legal assistance in the corporate restructuring of its Lithuanian business operations.

Gazprom

Acting in relation to the privatisation of the major Lithuanian gas company Lietuvos Dujos.

One of the biggest pharmaceutical wholesalers in Europe

Carrying out a buy-side due diligence of two local pharmaceutical wholesalers, and implementing a corporate restructuring of the local legal presence of the group by merging the newly acquired local pharmaceutical wholesaler into a Lithuanian subsidiary.

Gazprom

Acting in the privatisation of the major Lithuanian gas company Lietuvos Dujos. We carried out legal due diligence of Lietuvos Dujos and advised Gazprom on other foreign investment and privatisation related issues (including advice on the shareholders Agreement and share sale and purchase agreement).

Homburg group (real estate company listed on Toronto stock exchange and Euronext in Amsterdam)

Acting on the acquisition side of the largest real estate project in the Baltic States. We advised Homburg group which acquired commercial portfolio and sale-lease back portfolio of the largest Lithuanian commercial bank. We performed due diligence and overall transaction support in negotiations of the relevant assets and share deals. We also assisted with a multi-property transaction involving acquisition of a large number of real properties located in Lithuania and the acquisition of shares of a real estate business in Lithuania.

Subsidiary of the largest Norwegian oil company 

Advising the subsidiary of the largest Norwegian oil company on competition regulations and several competition clearances in Lithuania including the acquisition of a significant oil terminal in Lithuania, and a stake in the major methyl-ether producing company. Assisting on commercial contracts with clients, suppliers, and distributors, and fuel card arrangements.

Major international telecommunication companies

Executing a buy-side legal due diligence of one of the largest mobile phone operators in Lithuania. We advised on SPA and provided other transaction support services (submission of bid, review of transaction documents, advice on competition clearance).

Major international company involved in production and trade of large household appliances

Performing a buy-side legal due diligence of AB "Snaige", a listed Lithuanian manufacturer of refrigerators, with an aim of potential acquisition of shares in the target. We assisted in relation to draft SPA and Shareholders agreement.

Major company operating a casino business

In performing a buy-side legal due diligence of two companies engaged in casino business, providing the overall transaction support in negotiations for the acquisition of shares of the targets. We also assisted with the structuring of the transaction and advised on a number of gambling legal issues.

Foreign capital company

Performing a buy-side legal due diligence of a local manufacturer of wooden products, providing overall transaction support in negotiations for the acquisition of the shares in the target.

Jonas Saladžius

  • Managing Partner
  • +370 5 239 2391
  • E-mail