Mergers and Acquisitions

Our services in our practice on shares and asset purchase and sale transactions (Mergers and Acquisitions) include the following services:

  • structuring of transactions, negotiating the main parameters of the transaction;

  • preparation of preliminary agreements (term sheet, memorandum of intention, memorandum of understanding), agreements on exclusivity and confidentiality);

  • preparation of share purchase agreements, participatory interests or assets purchase agreements, subscription agreements, disclosure letters, escrow agreements, option agreements, convertible loan agreements, charters, articles of association, corporate decisions and all other necessary contractual documentation;

  • due diligence of acquired shares, participatory interests and assets, preparation of requests for a comprehensive due diligence investigation (more about due diligence investigation);

  • obtaining the consent of the competition authorities, the Governmental Commission for Control over Foreign Investment in the Russian Federation on foreign investment in commercial organizations of strategic importance for the national security of the Russian Federation;

  • assistance in conducting transaction closing procedures.

Significant M&A deals of the Firm include representation of:

  • Russian investment company joining a Russian IT company as a new participant. The services included the preparation of a corporate agreement providing for the procedure of the increase of the authorized capital, a mechanism for interaction between participants in managing the company, and also an option agreement was signed providing the investor with the possibility to purchase part of the shares from other participants, as well as an option agreement providing the investor with the possibility to sell his share to other participants, in case they violate the terms of the corporate agreement. The project also included negotiations with the participants in relation to the roadmap for the procedure in which the investor could enter the business, legal analysis and coordination of the corporate agreement’s terms, new edition of the charter, option agreements with participants, participation in negotiations in order to discuss the conditions for the investor to join the company, coordination of the terms of option agreements with the public notary;

  • an English company, a payment platform for working with cryptocurrencies, in relation to the share purchase agreement with another English company that owns an iOS application for the purchase of shares traded on public exchanges. Fiat currency and, in part, digital tokens issued by the buyer were used as a consideration. The transaction also included the repurchase of shares from several dozen minority shareholders and the restructuring of the company's debt. The transaction was subject to English law;

  • shareholders of an American corporation and a company incorporated in the British Virgin Islands in relation to the share purchase agreement with an American company, where cryptocurrency was used as a consideration under the law of New York;

  • the seller in relation to the sale of a large block of shares in a Russian joint-stock company that holds licenses for a number of mineral deposits, services also involved the preparation of the share purchase agreement, mandatory offer to shareholders, and representation of the interests of the client in the registrar and depository;

  • the management during the repurchase of a controlling stake in a major railway cards operator, services also included obtaining permission from the Federal Antimonopoly Service of Russia (FAS) for the transaction, preparing an option agreement and shareholder agreement;

  • a joint venture in relation to the acquisition of a company in the field of road construction and Moscow Metro construction;

  • sellers in relation to the sale of shares in a foreign holding company, the owner of a large stake in a Cyprus company, which owns a major player in the mobile acquiring market in Russia. The work included the preparation and discussion of the terms of the share purchase agreement under English law.

  • the buyer, a Cyprus company, in relation to the acquisition of shares in a Cyprus holding company, a manufacturer of medical lenses, from a number of individuals;

  • the buyer in relation to the acquisition of shares in the authorized capital of a gold mining company. The services with regards to the transaction included a due diligence investigation of the asset, including the fulfillment of the requirements for a gold exploration and production license and subsoil legislation, preparation and discussion of the terms of the purchase agreement, option agreement, and legal support during the closing of the transaction. Both contracts included representations and warranties under Russian law;

  • the founding shareholder of an Internet furniture trading company in relation to the repurchasing of a stake in a Cyprus holding company from an investment fund under English law;

  • a buyer, an Austrian financial holding, in a transaction being performed to acquire a minority stake in a Russian bank. The services on the project included the preparation of a share purchase agreement, representing interests in the registrar, preparing a notice to the Central Bank of the Russian Federation;

  • a minority shareholder of a coal company and a coal terminal under construction in the Far East on projects for their deoffshorization. As a result of the restructuring, holding companies, whose activities were previously regulated by English and Cyprus law, were transferred to Russian jurisdiction, shareholders’ loans were restructured;

  • a minority shareholder of a coal company in relation to its deoffshorization project. As a result of the restructuring, the holding company, whose activities were previously regulated by English and Cyprus law, was transferred into the remit of the Russian jurisdiction. Shareholders’ loans were also restructured

  • a Russian joint-stock company in the field of nanotechnology in the next round of joint financing of a portfolio Finnish company together with a partner Finnish law firm;

  • a processor of agricultural products in relation to a cross-border restructuring of an international agricultural holding as a result of which a foreign holding gained control of a Russian subsidiary and the shareholders of a Russian company became shareholders of a global company;

  • a leading Russian mobile operator in relation to the repurchase of a block of shares from a minority shareholder in a regional operator;

  • a group of investors in an acquisition of a wood processing plant;

  • a shareholder of a wood processing company in the establishment of a joint venture with a foreign investor;

  • a seller in the selling of a real estate holding company;

  • a metallurgical plant in the acquisition of a non-ferrous metallurgical plant in Eastern Europe;

  • a group of private investors in the purchase of a stake in a microfinance company using an innovation scoring system;

  • an investor in the purchase of a stake for the amount of US$100 million in the holding company of a Russian bank specializing in consumer lending;

  • shareholders in the sale of a large share of a Cyprus holding company of a Russian company, an operator of a sea cargo terminal being constructed in the Far East for a total value of US$100 million; 

  • shareholders of a Russian company developing an innovative payment service, which later became a major player in the mobile payments market, in relation to the sale of a stake in a Cyprus holding company in favor of a number of venture funds and private investors, with a subscription for shares under English law, as well as further exit out of the business;

  • an offshore company in relation to the acquisition of a large stake in a holding company of a Russian oilfield services group registered in the Cayman Islands for a total value of US$40 million;

  • an offshore company in relation to the sale of a majority stake in a Cyprus holding company to a Russian coal company;

  • a BVI company in relation to the acquisition of a majority stake in a coal company for approximately US$300 million;

  • a BVI company in relation to the acquisition of a regional coal company for US$30 million;

  • a Russian company in relation to the acquisition of a major construction group;

  • a Russian open joint stock company in relation to the sale of an iron ore deposit for US$20 million.

Sergey Lapin
Partner
Pavel Maruev
Senior Lawyer

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