Category: News

bpv Huegel advises EAVISTA on the acquisition of the majority stake in card complete Service Bank AG

EAVISTA is acquiring 75.1% of the shares in card complete Service Bank AG from UniCredit Bank Austria and Raiffeisen Bank International.

Vienna, 19 February 2025. bpv Huegel advises EAVISTA Beteiligungsverwaltungs GmbH on the acquisition of 75.1% of the shares in card complete Service Bank AG. card complete Service Bank AG is a leading provider of credit card and payment solutions for private and corporate customers.

The share purchase agreement was concluded on Monday this week, with UniCredit Bank Austria AG (50.1%) and Raiffeisen-Invest-Gesellschaft m.b.H. (25.1%) (group company of Raiffeisen Bank International AG) selling their shares to EAVISTA. AVZ GmbH (AVZ Privatstiftung) remains as shareholder. Closing of the share purchase agreement is expected to take place after approval by the regulatory authorities.

For the credit card portfolios of customers of UniCredit Bank Austria and banks of the Austrian Raiffeisen sector the two selling shareholders (UniCredit Bank Austria and Raiffeisen Bank International) entered into an agreement with card complete to offer credit cards directly to those customers.

EAVISTA Beteiligungsverwaltungs GmbH is owned by Arif Babayev, a British entrepreneur, and is managed together with Nurlan Zhagiparov, co-founder of the UK-based payment services provider DNA Payments Limited. The two experts in financial technology and innovation have more than 20 years of experience in the banking and financial services industry.

“The team of bpv Huegel guided us to the signing of this transaction with their outstanding market and in-depth transactional expertise in the banking and payment services sector,” comments Arif Babayev.

“We are very pleased to have supported EAVISTA with the experienced team around Arif Babayev and Nurlan Zhagiparov in this landmark transaction in the Austrian payment services industry”, emphasises Christoph Nauer, partner at bpv Huegel leading on the transaction.

card complete

For more than 40 years, card complete has played a leading role in shaping cashless payment transactions in Austria. As the only fully integrated services provider in Austria and one of the top providers in the market, card complete combines with the strategy “complete” all elements of the cashless payment value chain – from the processing of card-based payment transactions and a versatile product range of credit cards to acquiring solutions for stationary point-of-sale and e-commerce. The highest level of security and service in all matters is top priority. card complete offers credit cards from Visa, Mastercard and, exclusively, Diners Club. With its nationwide network of acceptance partners, it accepts Visa, Visa Debit, V PAY, Mastercard, Mastercard Debit, Maestro, JCB, Diners Club, Discover, American Express, UnionPay, Bluecode and Alipay. Diners Club has been a fully integrated member of card complete Service Bank AG since October 2022. DC elektronische Zahlungssysteme GmbH also belongs to the card complete group. www.cardcomplete.com

Transaction team of bpv Huegel

The transaction team of bpv Huegel, led by Christoph Nauer (Corporate/M&A, Finance&Regulatory) and Thomas Lettau (Corporate/M&A), included Barbara Valente (Corporate/M&A, Finance&Regulatory), Roland Juill (Corporate/M&A), Nicolas Wolski (Tax), Kornelia Wittmann (Tax, Finance&Regulatory), Gerhard Fussenegger, Philipp Stengg (both Merger Control/FDI), Ingo Braun (Finance & Regulatory), Johannes Mitterecker (Corporate/M&A), Paul Pfeifenberger (Labour Law), Walter Niedermueller (Labour Law), Sonja Duerager (Data Protection, IP/IT), Tim Pasternak (Corporate/M&A), Lucas Hora (Corporate/M&A, Tax Law), Daniel Maurer (Corporate/M&A).

A team from DORDA, led by Christoph Brogyányi and Christian Ritschka, advised UniCredit Bank Austria AG. Binder Grösswang (Thomas Schirmer and Mona Holzgruber) represented Raiffeisen Bank International AG on the transaction.

Press release

bpv Huegel advises founder and shareholders on the sale of all shares in EVK DI Kerschhaggl GmbH to Headwall Photonics, Inc.

17 January 2025. The bpv Huegel team led by Elke Napokoj advised the founder and the shareholders of EVK DI Kerschhaggl GmbH (“EVK”). The bpv Huegel team provided comprehensive advice including deal structuring, contract drafting, contract negotiations and all steps up to the closing.

EVK is an Austria-based technology company specializing in industrial sensor-based sorting and inspection systems. Among other applications, EVK’s innovative technology is used in food processing, plastics recycling and material sorting.

Headwall Photonics, Inc. (“Headwall”), part of the Headwall Group and a portfolio company of Arsenal Capital Partners, an American private equity fund, is a global leader in high-performance spectral imaging solutions and optical components.

EVK’s innovative hyperspectral and inductive sensor technologies as well as data analysis expertise complement Headwall Group’s existing products and commitment to advancing hyperspectral imaging applications and AI-driven interpretation software in machine vision and remote sensing markets.

The transaction was closed on 31 December 2024.

Advisors to EVK: bpv Huegel – Elke Napokoj (Lead, Corporate/M&A), Victoria Huf (Corporate/M&A), Sonja Dürager (IP/IT), Astrid Ablasser-Neuhuber (Competition Law), Gerhard Fussenegger (Competition Law), Sebastian Reiter (Competition Law), Walter Niedermüller (Labour Law), Raphael Lehner (Corporate/M&A).

EVK M&A Team: Rabel & Partner GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft – Markus Pellet.

Advisors to the Buyer: Schönherr Rechtsanwälte.

Press release

 

bpv BRAUN PARTNERS advised CREDITAS Group on its expansion into the energy market in Poland

We advised CREDITAS Group on successful acquisition of a 100% stake in the Polish energy group DUON, one of the largest private gas distributors in Poland.

DUON Group is being acquired by CREDITAS from Infracapital, an infrastructure equity investment fund belonging to M&G Plc, one of the largest and longest established investment houses in the UK with over 90 years of experience.  DUON Group currently has more than 800 kilometres of gas pipelines in Poland. Its assets include 12 networks connected to the national gas grid and it operates a fleet of 24 LNG-based cryogenic trailers and 20 gas regasification stations. DUON supplies gas to more than 11,000 customers.

bpv BRAUN PARTNERS played a leading role in this international transaction and provided comprehensive legal advice and assistance in all negotiations and preparation of complete transaction documentation, including extensive due diligence and representation in acquisition financing by a syndicate of banks led by Komerční banka, a.s. The total value of the transaction has not been disclosed.

Legal advice throughout the transaction was provided by the team of bpv BRAUN PARTNERS consisting of David Vosol, Pavel Vintr, David Plevka and Ivana Horáková. David Vosol, partner at bpv BRAUN PARTNERS, comments the successful transaction: “A big thank you to our entire team and to the team of the cooperating Polish law firm Domański Zakrzewski Palinka and the British law firm Watson Farley & Williams, with whom we continued our successful series of advisory services within the CREDITAS Group projects.”

More information about transaction here.

bpv Huegel advises RWA eGen on the purchase of the shares in RWA AG held by BayWa AG

BayWa AG is selling its international shareholding in RWA AG to co-shareholder RWA eGen as part of its transformation concept.

08 January 2025. A transaction team of bpv Huegel advised RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung eGen (RWA eGen) on the acquisition of shares in RWA Raiffeisen Ware Austria Aktiengesellschaft (RWA AG) from BayWa Aktiengesellschaft (BayWa AG). The sale of key international holdings such as RWA AG is part of the transformation concept of stock-listed BayWa AG.

RWA eGen is acquiring the approximately 47.53% stake in RWA AG at a purchase price of EUR 176 million, thereby increasing its current stake of around 49.99% in RWA AG. On 27 December 2024, the share purchase agreement was concluded between BayWa AG, its wholly owned subsidiaries BayWa Austria Holding GmbH and BayWa Pensionsverwaltung GmbH on the one hand, and a holding company of RWA eGen on the other. RWA eGen also holds the majority stake in Raiffeisen Agrar Invest AG, which is the second-largest shareholder in BayWa AG with a stake of around 28.3%. The closing of the share purchase agreement is subject to, inter alia, merger control approvals.

RWA AG operates as a producer, service provider and retailer in the business areas of agriculture, technology, energy, building materials and home & garden. As the umbrella organisation of the Austrian Lagerhaus cooperatives, RWA AG provides them with a comprehensive range of services in the aforementioned areas. In addition, RWA AG holds a wide range of participations and subsidiaries in Austria and selected Eastern European countries.

The transaction team at bpv Huegel, led by partners Christoph Nauer (Corporate/M&A, Capital Markets), Thomas Lettau (Corporate/M&A) and Astrid Ablasser-Neuhuber (Merger Control), included Nico Wolski (Tax), Johannes Mitterecker (Corporate/M&A), Ingo Braun (Finance & Regulatory), Roland Juill (Corporate/M&A, Capital Markets), Barbara Valente, Anna Zirkler, Daniel Maurer, Patrick Nutz-Fallheier (all Corporate/M&A), Stefan Holzweber and Philipp Stengg (both Merger Control).

RWA eGen was advised on German law by FPS Rechtsanwälte, Frankfurt (Daniel Herper). BayWa AG was advised by a team from Jones Day, Munich (Maximilian P. Krause, Alexander Ballmann, Jürgen Beninca).

Press release

 

bpv GRIGORESCU STEFANICA advised SARMIS Capital on the Strategic Acquisition of Total Technologies to Consolidate Smart ID’s Position as Market Leader in Technology and Industrial Automation

SARMIS Capital has announced the acquisition of Total Technologies, one of the most prominent Honeywell technology integrators for industrial automation in Central and Eastern Europe. The acquisition is carried out through Smart ID Technology, a SARMIS Capital portfolio company, and strengthens its ability to deliver complex technological solutions in retail, manufacturing, delivery, logistics, and distribution. This is the second transaction made by Smart ID following the purchase in 2022 of the Romanian leader in ERP software, Sceptrum. The completion of the current transaction is subject to approval by the Competition Council.

The transaction marks a significant step in SARMIS Capital’s strategy to support the growth of its portfolio companies. The synergies between Smart ID and Total Technologies will drive the formation of an integrated structure, bringing together over 180 highly skilled specialists capable of delivering innovative and customized solutions. The combined turnover will exceed €35 million.

“Joining SARMIS Capital and Smart ID Technology’s strategic vision represents a natural and well-founded step”, said Giani Iancu, CEO and shareholder of Total Technologies. “This transaction creates opportunities to expand our capabilities and deliver innovative solutions to our clients.”

“With the support of SARMIS Capital and through the integration of Total Technologies, we are strengthening our position as a regional independent leader and diversifying the range of solutions we offer to our clients,” added Daniel Boangiu, CEO and founder of Smart ID. “This is an important milestone in our development strategy, and we are pleased to be able to rely on the Total Technologies team, that will remain alongside us. Giani Iancu will continue to play a supervisory role and actively contribute operationally and strategically, strengthening long-term relationships based on trust and mutual respect with Total Technologies’ clients and suppliers.”

“The acquisition of Total Technologies represents an important step in our strategy to build a leader in the automation and data capture solutions market,” said Cezar Scarlat, Managing Partner at SARMIS Capital. “This transaction marks an essential development in an extensive series of acquisitions to support inorganic growth in the CEE region, for which we have allocated a budget of €20 – 30 million. We are confident that the partnership between Smart ID and Total Technologies will create significant value for the clients and employees of the companies in our portfolio, while counting on the support of blue-chip partner-vendors. We are also pleased that Giani Iancu will remain with us, with his role expanding to the Board of Directors level in the new consolidated structure. Moreover, through the jointly designed partnership structure, we feel strongly aligned in our vision for a shared future.“

Consultants involved in this transaction:

For Smart ID Technology: bpv Grigorescu Ștefănică (legal), Path2Capital (strategic advisor), TS Partners (financial), Dobrinescu Dobrev Tax Advisory (tax)

For Total Technologies: Daniel Vutcanu (legal), Mihai & Co. Business Lawyers (legal)

Smart ID Technology was assisted by a multi-disciplinary team of lawyers from bpv GRIGORESCU STEFANICA, who provided comprehensive advice at all transaction stages, including due diligence, drafting and negotiation of the transaction documents. The team was coordinated by Iulia Dragomir, Partner (Corporate, M&A, Tax) and included Cristina de Jonge, Partner (Commercial, Competition), Denisa Kopandi, Senior Associate (Commercial, Competition), Andreea Lupșa, Senior Associate (Employment), Matei Tomi (Corporate, M&A), Mădălina Dimache (Real Estate), as well as other team members for the relevant areas of due diligence and transaction advisory. Previously, bpv Grigorescu Ștefănică advised the founders of Smart ID Technology in connection with SARMIS Capital’s investment in Smart ID Technology and assisted with Smart ID Technology’s acquisition of the integrated software solutions provider Sceptrum.

***

About Smart ID Technology is one of the leading local technology providers, with over 14 years of experience in delivering integrated solutions that combine software, hardware, and automation, tailored to companies aiming to optimize costs and increase productivity. With a performance-oriented approach, the company serves industries operating in complex and dynamic environments, such as retail, logistics, and manufacturing, offering critical business solutions to streamline processes and improve operational workflows. Whether it involves implementing high-performance equipment, developing software tailored to specific requirements, or automating critical processes, the company’s mission is to deliver solutions that create real and sustainable value for its partners. https://www.smartid.ro/

About Total Technologies is one of the leading business consultants and integrators of customized digital solutions, with over 30 years of experience in the Romanian technology market. The company focuses on integrating specialized solutions and the complete process of automatic data collection and processing for industries such as retail, manufacturing, courier services, logistics, and distribution, aiming to streamline operational workflows and reduce costs. Total Technologies is an official Honeywell Platinum Elite Partner, Honeywell Voice Partner, and the only authorized Honeywell Center of Excellence in Romania. Additionally, the company has established strategic partnerships in the fields of autonomous and industrial robots, specialized software, and other related solutions essential to the industries it serves. In 2021 and 2022, the company was awarded the title of “Solution Partner of the Year” at the “Partner Kickoff Event” organized by Honeywell. https://www.totaltech.ro/

About SARMIS Capital is an independent private equity fund established in 2019, focused on investments in Central and Eastern Europe. It is the largest fund of this type raised in Romania by a local team. SARMIS brings not only financial capital to its portfolio companies, but also significant strategic, operational, and consolidation expertise. In addition to Smart ID Technology, SARMIS Capital’s portfolio includes MG-Tec Industry, BMF Grup, and Corporate Office Solutions. https://www.sarmiscapital.com

bpv Huegel advised IMMOFINANZ on the squeeze-out and delisting of S IMMO

IMMOFINANZ takes further step to optimise group structure. IMMOFINANZ Group holds 100% of the shares in S IMMO following completion of the squeeze-out.

03 December 2024. In October this year, the Shareholders’ Meeting of S IMMO AG resolved upon the squeeze-out of minority shareholders in exchange for cash compensation in accordance with the Austrian Squeeze-out Act. The squeeze-out took effect upon entry in the commercial register on 3 December 2024. The S IMMO shares of the minority shareholders will be transferred to IMMOFINANZ AG as the main shareholder. At the same time, S IMMO’s listing on the Vienna Stock Exchange ended.

bpv Huegel advised IMMOFINANZ on the entire squeeze-out process and delisting.

IMMOFINANZ Group is a commercial real estate group whose activities are focused on the office and retail segments of eight core markets in Europe: Austria, Germany, Poland, Czech Republic, Slovakia, Hungary, Romania and the Adriatic region. Its core business includes the management and development of real estate. IMMOFINANZ Group owns real estate assets worth around EUR 8.0 billion, which are spread across approximately 470 properties. The company is listed on the Vienna (leading index ATX) and Warsaw stock exchanges. Further information: https://www.immofinanz.com.

The bpv Huegel team was led by Christoph Nauer and Roland Juill (both Corporate/M&A, Capital Markets) and included Barbara Valente (Corporate/M&A, Capital Markets), Nicolas Wolski (Tax Law), Lucas Hora (Tax Law) and Daniel Maurer (Corporate/M&A, Capital Markets).

IMMOFINANZ has engaged PwC Advisory Services GmbH (Viktoria Gass, Matthias Eicher) for the valuation. BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft (Kurt Schweighart and Raffaela Uhl) acted as court appointed expert auditor. S IMMO was advised by DORDA (Christoph Brogyányi and Andreas Mayr).

bpv Huegel’s corporate and capital markets team advised IMMOFINANZ during the squeeze-out process to increase its stake in S IMMO – acquisition of approx. 38% of S IMMO shares from CPI Property Group SA for a purchase price of approx. EUR 608.5 million. Through this transaction, together with the squeeze-out, IMMOFINANZ Group now acquires all shares in S IMMO.

Press release

Moot Court competition with bpv Braun Partners

We are pleased to announce the successful evaluation of this year’s autumn Moot Court focused on family law, which we have traditionally organized in cooperation with ELSA Czech Republic.

This year we welcomed a record 20 teams and from them we selected the best 4 who advanced to the second round in our bpv. The decision-making process of our jury was very challenging, as the quality of the involvement of all involved was extraordinary.

Big congratulations to all the winners, including in the best speaker category. Many thanks to our judges: attorneys Pavel Vintr and Adam Stawaritsch, and paralegal Jana Škeříková.

We would also like to thank the student association Elsa for the great organization. We are looking forward to the next year of this student competition and will definitely be watching how the new generation of lawyers with an interest in family law develops. As Adam commented, “We are delighted to be growing a new generation of promising lawyers with an interest in family law.”  

Nicolas Wolski (lawyer and tax advisor) will head the tier 1 tax practice at bpv Huegel

Vienna, 04 November 2024. The experienced tax partner Nicolas Wolski (42) will take over as Head of Tax at bpv Huegel with November 2024.

Nicolas has been a leading expert in tax law at bpv Huegel for six years. He also has many years of experience working for major international law firms, including Freshfields Bruckhaus Deringer, Graf von Westphalen and the US law firm Willkie Farr & Gallagher. Nicolas is dual-qualified as a lawyer and tax advisor in both Austria and Germany.

Nicolas has worked closely with the former head of the practice, Gerald Schachner, for the past few years. Gerald will leave his position at bpv Huegel after 14 years at the end of October 2024 to set-up his own law firm.

“We are looking forward to continuing to work with Nicolas in his new role. As Head of Tax, he will lead the further development of the practice group. Our goal is to give it an even stronger international focus. I would also like to thank our partner and friend Gerald for his significant contribution to the successful development of bpv Huegel’s tax practice,” said Christoph Nauer, Co-Managing Partner at bpv Huegel.

Nicolas will continue to be supported in his new role by Kornelia Wittmann, also tax partner. She has been with bpv Huegel for over twelve years and previously worked for Big Four tax advisory firms for many years. She is also dual qualified as a tax advisor and lawyer in several jurisdictions.

The tax practice of bpv Huegel is a leading practice and has top positions in national and international rankings such as JUVE, ITR World Tax, Chambers Europe and Legal 500. As recently as September 2024, the ITR tax team was named “Tax Litigation Law Firm of the Year – Austria” and “Transfer Pricing Law Firm of the Year – Austria”. 40 years ago, bpv Huegel was one of the first Austrian law firms to focus on integrated tax advice.

“I would like to thank my partners for their trust. It is of course an honour to take over the lead of the practice group from Gerald. It’s unfortunate that he is leaving. We as a team, but also I personally, are very grateful to him for his always respectful and friendly support, especially in my early years at bpv Huegel. I am looking forward to my new role”, said Nicolas Wolski, new Head of Tax at bpv Huegel.

Press release

bpv BRAUN PARTNERS advised investment fund CREDITAS ASSETS on the sale of battery projects in the UK

The international law firm bpv BRAUN PARTNERS has provided comprehensive legal advice to domestic investment fund CREDITAS ASSETS on the sale of UK energy company Green Bess Developments developing large-capacity battery storage facilities.

The transaction involved four major battery storage projects in the UK. Three of these projects are located in Scotland and each has a planned capacity of 500 megawatts. The fourth project, located in England, will be developed in two phases – the first phase envisages a capacity of 450 megawatts and the second is expected to reach up to one gigawatt.

Legal advice was provided by the transaction team led by the firm’s partner Mgr. David Vosol, M.B.A. and attorneys Mgr. David Plevka and Mgr. Pavel Březina.

“As part of our comprehensive legal advisory services to the investment fund CREDITAS ASSETS, we coordinated the preparation and review of the complete transaction documentation as “lead counsel” and participated significantly in the negotiations on the structure and terms of the transaction,” says partner David Vosol, “In the preparation and completion of the transaction, we cooperated with the British law firm Watson Farley & Williams, whose support we have had excellent experience with in several previous international transactions.” adds attorney David Plevka.

Investment fund CREDITAS ASSETS, established in 2020,  focuses primarily on investments in the energy sector and owns equity interests in companies engaged in the generation, distribution and trading of electricity.