Mergers and acquisitions, corporate law
Mergers and acquisitions, along with corporate law, are among the strongest and most dynamic areas of our law firm's practice. We represent clients in the largest M&A transactions in Slovakia, often working alongside renowned law firms representing other parties.
We also specialize in managing complex shareholder relationships (dividend policy, call and put options, shoot-out mechanisms—i.e., provisions for terminating shareholder participation, drag-along and tag-along rights).
Our legal services include:
- structuring transactions in terms of fiscal and legal optimization, including the involvement of international transaction vehicles (Jersey, Cyprus, etc.),
- execution of share and asset deals,
- representation in mandatory takeover bids,
- legal advice on leveraged acquisitions,
- comprehensive transaction management – from assistance in formulating indicative offers as well as binding ones to the fulfillment of post-closing covenants,
- post-closing restructuring, including debt pushdown mechanisms,
- cross-border mergers into and outside the Slovak Republic,
- advice on corporate governance and compliance,
- private equity structuring,
- advice on cash pooling.
Selected references
Legal advice to Penta Real Estate on the acquisition of land with a total area of 27,950 square meters intended for future construction in accordance with the valid zoning plan for the Chalupkova zone in the cadastral territory of the district of Bratislava – Staré Mesto from HB Reavis.
Advising a US hedge fund on the acquisition of car parts manufacturer in Slovakia.
Advising a major US company operating in personal transportation in its acquisition of a stake in a Slovak start-up.
Advising a company based in Hungary in its acquisition of a stake in a sports development company.
Managing compliance agenda for a leading company in the pharmaceutical sector, overseeing the day-to-day corporate agenda of over 400 companies within its business group.
Corporate agenda for SPV of a major client operating on the Slovak real estate market. Provision of comprehensive services to all SPVs and the management company.
Comprehensive legal advice to Penta Real Estate on the acquisition of land on the right bank of the Danube with a total area of 85,000 m2 intended for future construction, which will be a combination of residential and office space and which envisages the construction of complete civic amenities in the given location.
Sale of the Rosum administrative complex – advising the seller, Penta Real Estate, on the sale of Rosum to European City Estates, a company based in Austria.
Sale of land in Eastern Slovakia – transaction with Panattoni Europe.
Sale of Business Centrum Tesla 2 (BCT) – advising the seller, Penta Real Estate, on the sale of an office complex in Košice.
Acquisition of Sberbank – one of the largest acquisition transactions in 2015, in which we acted as lead legal advisor to the client on the buyer's side, providing comprehensive advice ranging from assistance with the submission of a competitive binding bid, due diligence, SPA negotiations, notification to the Slovak Antimonopoly Office, and representation before the National Bank of Slovakia.
Completion of the acquisition of the media house Plus 7 dní, Trend Holding, and Centrum Holdings – legal assistance throughout the acquisition process for the buyer, including post-closing activities, which is one of the most significant acquisitions in the media sector in the last decade. The individual acquisitions took place in parallel and were all handled by our law firm.
Acquisition of reality.sk (NARKS infosystems) – representation of the buyer in the acquisition of a majority stake in NARKS infosystems, the operator of the reality.sk portal (No. 3 on the market), in the form of an indirect acquisition.
Acquisition of Orbis IN publishing house (FitŠtýl, Adamko titles)
Merger of News and Media Holding – legal advice on the complex merger of several publishing houses into one of the largest media houses with an extensive portfolio of print and online titles, including the creation of a holding structure with foreign elements.
Petit Press (sme.sk) – acquisition of a stake and setting up shareholder relations.
Healthcare acquisitions – hospitals and pharmacy chains; our services included legal audit.
Client's entry into the Romanian market – legal advice for the gaming sector (Fortuna, Bet Zone).
Acquisition of Dexia banka Slovensko, a.s.
M&A support in healthcare – Legal support for a potential acquisition of a stake of the Prefto company in Dôvera zdravotná poisťovňa (a health insurance provider) by the PENTA group (HICEE B.V.) that was originally planned to take place. The advice included negotiating terms with the counterparty, preparing contractual documentation, and providing legal support in related administrative proceedings (Slovak Antimonopoly Office, Health Care Supervision Authority).
Sale of shares in a manufacturing company (OT sector)
Acquisition of services by an Austrian-owned company – negotiations and documentation also in German.