Revco Hungary primarily produces plasters and paints in buckets. The corporate additionally produces footing merchandise, glazes, primers and floor remedy supplies. Saint-Gobain is a producer of development and different supplies. The merger is anticipated to increase Saint-Gobain’s portfolio of indoor and out of doors techniques and options in Hungary and elsewhere in Europe, along with broadening its product vary.
CEE Attorneys suggested Revco Hungary with a group led by associate Aliz David and together with associate Tamas Felsmann and senior affiliate Erika Sukosd.
An Interview with Aliz David at CEE Attorneys
Are you able to share extra concerning the position that you just and your group performed throughout this sale?
The shopper’s Dutch consultants contacted us concerning the sale of the Hungarian firm months earlier than the particular authorized transaction. The family-owned firm within the Netherlands determined to promote the Hungarian subsidiary. Our activity was first to guage the incoming presents from a authorized standpoint and the Hungarian authorized assessment of the Letters of Intent from the vendor’s aspect and likewise to supply tax recommendation relating to the sale.
In a while, our activity was to facilitate the settlement on the situations of sale for the Hungarian firm, to arrange the corporate for handover, to help the conditions for the fulfilment of the closing situations by the vendor and the corporate within the gross sales contract, and to cooperate with the customer’s consultant within the essential licensing procedures. The cooperation with the customer’s consultant was easy and pleasant all through, which is essential within the case of such a fancy authorized transaction.
What had been the important thing authorized and market concerns that needed to be taken under consideration?
Contemplating that, on the one hand, in response to the present Hungarian rules, a ministerial license is required for related gross sales and purchases, and as a result of identification and the market place of the businesses the permission of the Hungarian Competitors Workplace is a should, it was essential to arrange for an extended transition interval from the signing of the contract to the closing of the deal, so guaranteeing this transition interval was a major situation.
Throughout this era, the operation and administration of the corporate needed to adjust to the situations stipulated by the events, whereas as a result of enforcement of the first pursuits of the vendor, the customer’s ensures needed to be accessible as properly. Quite a few situations needed to be fulfilled on the time of closing the deal, so in reality probably the most a part of the work got here solely after the signing of the gross sales contract.
Then again, it was an necessary side that the affected market is taken into account a seasonal market, so the events needed to develop a balanced however comparatively sophisticated construction relating to the monetary gadgets to be calculated in the course of the closing. A major issue was additionally the truth that REVCO Hungary is an outdated, patinated firm. To make sure the preservation of the corporate’s worth, it was clearly essential to connect particular significance to the truth that the corporate’s staff and companions had been impacted as little as potential from the modifications, may proceed to work in an appropriate working surroundings, and companions may proceed their enterprise partnership as ordinary. We really feel that every one these had been efficiently applied along with Noerr’s legal professionals and financial consultants.
The cooperation with the customer’s consultant was easy and pleasant all through, which is essential within the case of such a fancy authorized transaction.
Did you encounter any main obstacles in the middle of this transaction? In that case, how did you overcome them?
On the one hand, acquiring the license from the competitors workplace was an extended than common course of and maybe extra sophisticated, however this was primarily one in all Noerr’s duties. Then again, it was of specific significance that the gross sales construction of Revco and Saint-Gobain is basically totally different, so the subsidiaries partially owned by Revco Hungary, which beforehand performed a major position in overseas gross sales, needed to be faraway from Revco’s possession and the agreements regulating gross sales, and the subsidiaries supplied with a trademark rights needed to be remodeled. Thus, throughout lengthy negotiations with the minority house owners of those corporations, it was essential to seek out an settlement appropriate for all companions, after which to implement the content material of those agreements correctly in response to the authorized techniques of the varied international locations.
On the one hand, this was achieved with the assistance and cooperation of CEE Attorneys and the Romanian and Slovak regulation workplaces of CEE Attorneys and Noerr. Contemplating that the closing of the authorized transaction came about nearly a yr after the signing of the gross sales contract, after all the cooperation required flexibility and perception on the a part of all events in the course of the transitional months. All in all, it was a fancy, however on the identical time very good activity from a authorized standpoint, and we’re glad that the authorized transaction was concluded efficiently and to the satisfaction of the events.