Market

On 1 October 2022, the amendment to the UBO Act came into effect in the Czech Republic, which places
obligations on Czech companies regarding their UBOs and specifies penalties for companies, which fail to comply
with these obligations.

Under the amended UBO Act, the UBO of a Czech company is now any individual who ultimately owns or controls the company. This includes any individual who directly or indirectly, through another person or legal arrangement,

• holds an ownership interest or a share representing more than 25% of voting rights in the Czech company;
  has a right to a share exceeding 25% of the profits, other funds or liquidation balance distributed by the Czech
  company;
• exercises a controlling influence in a corporation or corporations, which, individually or jointly, have an interest
  in the Czech company exceeding 25%; or
• exercises decisive influence in the Czech company by other means (e.g. by a side-agreement).

Contrary to the previous legal rules, the option of Czech entities to register their local directors as the UBOs in theUBO register, which to some extent is publicly accessible, is now very limited.

Company obligations and sanctions for non-compliance

According to the amended UBO Act, Czech companies’ obligations include the following:

• collecting and recording complete, accurate and up-to date data on its UBOs;
• recording the steps undertaken in the course of identifying its UBOs;
• keeping records of the above for the duration of the status of the UBO and for ten years after this position has
  ceased;
• keeping its entry in the UBO register current and updating the registration without undue delay after each
  triggering event; and
• providing all necessary cooperation to public authorities upon their request.

If a Czech company fails to provide information on its UBOs following a court request or update its registry records following a court decision on discrepancy, the company (and in some cases even the parent companies) could face a fine of up to CZK 500,000 (approximately EUR 20,000).

In addition, non-compliance could lead to a ban on payment of dividends to an unregistered UBO, as well as prevent
an unregistered UBO from exercising their shareholder rights at a general meeting.

Conclusion

Non-compliance with UBO rules may considerably impact transactions, any planned corporate restructuring or
financial distributions.

For example, if the UBO registration is not up-to-date and a seller has their shareholding rights suspended due to the missing or outdated UBO registration, such seller is prevented from adopting a resolution on the transfer of business or restructuring until the UBO register is updated. Considering that some UBO registrations may take days or even weeks to be processed, failure to comply may have a significant adverse effect on a transaction or restructuring.

For more information on the UBO Act, contact your CMS client partner or local CMS experts.

This article was written by CMS partner Lukas Janicek and was first published on CMS Law-Now on October 13, 2022, available here.

Düsseldorf – Gelsenwasser AG has sold its Czech business in water supply and wastewater disposal, as well as heat and power generation, to the Accolade Group. Gelsenwasser is ending its successful involvement in the Czech region of Karlovy Vary (Carlsbad) after more than 25 years and will in future focus on its activities in Germany and Poland.

100 percent of the shares of Gelsenwasser Beteiligungen SE were sold. Gelsenwasser Beteiligungen SE, in turn, held 28.16 percent of the shares in CHEVAK Cheb a.s. and 50 percent each in TEREA Cheb s.r.o. and KMS KRASLICKÁ MĔSTSKÁ SPOLEČNOST s.r.o.. The transaction is currently awaiting approval from the competition authorities.

An international CMS team headed by Dr Marcel Hagemann and Katharina Mareike Franitza advised Gelsenwasser AG on all legal aspects of this transaction.

Gelsenwasser AG is a listed German infrastructure and utility company. Its activities include, in addition to water, gas and electricity supply and wastewater disposal, services for infrastructure, renewable energies, digital networks and neighborhood concepts.

The acquirer is the Czech Accolade Group, which operates numerous industry parks in the Czech Republic, Poland, Germany, and Slovakia. The stakes in the three Czech companies are Accolade’s first investment in the infrastructure sector.

 

CMS Germany

Dr Marcel Hagemann, Lead Partner, Düsseldorf

Katharina Mareike Franitza, Lead Counsel, Düsseldorf

Artur Baron, Counsel, Düsseldorf

Nicole Mundhenke, Senior Associate, Düsseldorf

Jan Lukas Hölscher, Senior Associate, Düsseldorf

Kai Lichtenberg, Associate, Düsseldorf, all Corporate/M&A

Thomas Gerdel, Partner, Düsseldorf

Dr Martin Friedberg, Counsel, Düsseldorf, both Tax law

 

CMS Prague

Lukas Janicek

Lukas Reichmann

Jan Gerych

Huyen Vuova

 

You can find our press kit here: https://cms.law/en/media/local/cms-hs/files/other/cms-press-kit-en

CMS: European M&A Outlook, Boom and Gloom?

We are pleased to share with you the CMS 2023 edition of the European M&A Outlook, Boom and Gloom?

This tenth edition offers a comprehensive assessment of dealmaking sentiment in Europe’s M&A market and reflects the opinions of 330 corporates and PE firms based in Europe, the Americas and APAC, about their expectations for European M&A in the year ahead.

This year, against a challenging backdrop – economic headwinds, repercussions of the war in Ukraine, seller/buyer valuation gaps and a difficult financing environment – deal makers are remarkably bullish.

Key findings of the report include:

1. M&A expectations run high: 73% of deal makers expect the level of European M&A activity to increase over the next 12 months, compared to just 53% last year. Almost all respondents (88%) are currently considering M&A.
2. Undervalued targets and distressed sales to drive activity: The biggest buy-side driver of M&A is expected to be the availability of undervalued deal targets. On the sell-side, distressed situations are expected to be the biggest driver, cited by 26% of respondents.
3. Valuation gaps: seller/buyer valuation gaps are seen as the biggest obstacles to M&A.
4. Cost of financing to increase: As many as 87% of all respondents expect financing to be tighter compared with 2021 – this includes 45% who expect it to be much more difficult.
5. ESG rises up the M&A agenda: Some 90% of respondents expect ESG scrutiny in their dealmaking to increase over the next three years, compared to 72% in 2021’s survey.

1. TMT reigns supreme: Technology, Media and Telecommunications (TMT) is the sector predicted to see the greatest growth in dealmaking.

This year we have also added special editorial features including:

1. An analysis of ESG in M&A transactions
2. An examination of trends in M&A disputes
3. A spotlight on M&A in the Nordics

A short video with highlights of the study can be found HERE.

To study the report click here.

Dear CVCA members,

We would hereby like to invite You with a 20% Discount as “sister members” to our event on the 14th October, Friday afternoon at the Budapest Music Center.

Please find hereunder Agenda for the event, along with all the speakers.

We would kindly like to ask you to REGISTER with the below code.

Coupon code: FRIENDS2022.

Online participation is also available, in case you are interested just let me know.

Kind regards,

Katerina

Dear CVCA Members,

The Board of HVCA is kindly invite you to the 23rd Annual Conference of the Hungarian Private Equity and Venture Capital Association (HVCA), which will be held on October 7, 2022, at the Budapest Marriott Hotel.

This one-day event brings together more than 150 participants representing private equity funds, Funds-of-Funds, venture capitalists, CEOs of PE-backed companies, Banks, ambitious start-ups, business angels and more.

Main topics:

• COVID, war, sanctions; the economic impacts of all of them on the economy
• Challenges of Hungarian Start-up Investing
• The challenges and rewards of cross border, co-investment
• Life after exit of the financial investors
• Workforce recruitment, retention, and motivation

For further information on the event please click on the below link:

HVCA 23rd ANNUAL INVESTMENT CONFERENCE 2022

For immediate registration please click on Registration

The member companies of CVCA will receive 20% discount of the conference participation fee. Please indicate the 20% discount in the registration form by ticking the box- discount for CVCA members-.  Please note that the registration fee contains intermediate services (catering), to this the discount does not apply.)

Kind regards,

Katerina

ESPIRA Investments (ESPIRA), a Prague-based private equity firm investing growth capital in SME companies based in Central Europe has exited ICON Communication Centres s.r.o. (ICON), a Czech multilingual business process outsourcer (BPO) to yoummday GmbH, the marketplace and technology platform that matches independent entrepreneurs with companies needing customer service talent.

ICON has provided international companies with outsourced customer operations functions since 2003. The company was co-founded by CEO Helen Hickin after identifying Prague as an ideal nearshore location due to its geography, advantageous price point, and the depth of multilingual talent available. ICON is capable of providing complex customer interactions in 30 languages and counts several of the world’s most well-known travel, telecommunication, and education technology companies within its client portfolio.

ESPIRA and ICON’s executive management team acquired ICON in 2019 in a management buy-out transaction that aligned with the private equity firm’s diversity-oriented investment focus. Emília Mamajová, ESPIRA’s Co-Founding Partner, stated “Our goal together with the management team was to develop ICON on the international arena as a successful independent provider of high value-added services – and over the past three years Helen and her team have succeeded in reaching this objective. We congratulate them and wish the team continued success in their partnership with yoummday.”

“Over the past twenty years, the BPO sector has changed significantly, and our investment cooperation with ESPIRA was key to strengthening ICON’s positioning in this fast-changing environment. Through innovative technology, yoummday has found an exciting new way for companies to outsource operations with greater flexibility. Now is the right time for ICON’s next phase of evolution and yoummday is the ideal partner to ensure ICON’s clients continue to benefit from innovative delivery solutions”, states Helen Hickin, CEO, ICON Communication Centres.

The purchase of ICON is yoummday’s first acquisition which accelerates the company’s international expansion as it seeks to disrupt traditional BPO and contact centre models. ICON brings significant benefits and expertise with respect to native-level multilingual capability, global reach, and B2B customer experiences.

“The acquisition of ICON furnishes the opportunity to strengthen our growth strategy, which is predicated on integrating traditional BPO operators into our own proprietary marketplace platform. We look forward to working with the ICON team and weaving their unique capabilities into the yoummday brand”, emphasized Dr. Klaus Harisch, CEO and Founder of yoummday.

ICON’s C-Team will continue to operate alongside yoummday, and the ICON brand remains in in operation for the foreseeable future.

The transaction was concluded on the 20th of July 2022 and the parties have agreed not to disclose the financial details of the transaction.

Global law firm Dentons has advised private investment firm B-Flexion and Affidea Group on the sale of the Group to Groupe Bruxelles Lambert.

Founded in 1991, Affidea is the largest European provider of advanced diagnostic imaging, outpatient, and cancer care services. Under B-Flexion’s ownership, the company has grown from 120 to over 320 centers across 15 European countries. With more than 11.000 professionals in its network, Affidea provides services to almost
12 million patients annually.

“Our team is delighted to have helped B-Flexion and Affidea for the next phase of the Group’s growth,” said Rob Irving, Co-Head of the Dentons’ Europe Corporate and M&A Group, who led the legal team on the transaction. “This deal showcases Dentons’ capabilities in major cross-border transactions throughout Europe, as well as in highly specialized and regulated sectors such as healthcare.”

“We were pleased to have had Dentons by our side to facilitate a smooth and efficient sale process,” said Carole Ducrest, General Counsel of Affidea Group. “With their broad experience and capabilities in both the healthcare and private equity sectors ensured that they were ideally positioned to support this strategic important transaction”.

Partner Rob Irving and Senior Associate Kamran Pirani co-led Dentons’ cross-border team on the deal, supported by associates Sebastian Ishiguro and Brigitta Kovács (Budapest); partner Petr Zákoucký and senior associate Adam Přerovský (Prague); pharmaceutical consulting director Maria Samolińska-Hojda and counsel Adam Odojewski (Warsaw); partner Perry Zizzi and counsel Doru Postelnicu (Bucharest); partner Ilaria Gobbato, with senior associates Ferdinando Bonofiglio and Carla Piccitto (Milan); partner Nieves Briz and counsel Natalia Ontiveros (Barcelona); associate Natalia Palomar (Madrid); partner Dogan Eymirlioglu, counsel Cisem Altundemir and associate Denizhan Uslu (Istanbul); partner Namik Ramić and associate Jade Serres (Luxembourg).

 

Dentons advises GeneProof on merger with American Laboratory Products Company

Global law firm Dentons advised Radek Horvath and Miloš Dendis, the founders of GeneProof a.s. (“GeneProof”), a leading Czech molecular diagnostics company, in connection with its combination with American Laboratory Products Company, Ltd., a US specialty in vitro diagnostics company, leading to the establishment of ALPCO Group.  The main shareholders of the new group will be Ampersand Capital Partners, a US private equity fund, Radek Horvath and Miloš Dendis.

GeneProof provides customers with technologically advanced solutions in the field of molecular in vitro diagnostics of serious infections and genetic diseases. The ALPCO Group aims to become a global market leader in the diagnostic products market, with broad capabilities spanning novel immunoassay testing kits, real-time PCR testing products, and automated laboratory instrumentation solutions.

Partners Jan Procházka (Prague) and Ilan Katz (New York) led Dentons’ legal team on the transaction. The team included Daniel Hurych, Vojtěch Novák, Adam Přerovský, Petr Kotáb, Ondřej Valeš, Blanka Crháková and Michal Pelikán (all Prague).

Commenting on the transaction, Jan Procházka said: “We are delighted that we have had the trust of GeneProof´s founders to advise them both in the US and the Czech Republic on this transaction.  This deal is part of the inspirational story of two Czech entrepreneurs, who have developed unique technology and know-how and now have taken another bold step to achieve their vision.”

Radek Horvath, the CEO of GeneProof, said: “We were grateful to have Dentons by our side. Their overall performance and cooperation across borders was stunning and I believe they were vital for the success of the transaction.”

ARX Equity Partners (“ARX”), a Central European lower-mid market private equity firm, today announces the completion of the majority acquisition of Brebeck Composite s.r.o., a Czech headquartered manufacturer of composite products from carbon fiber (“Brebeck” or the ”Company”). The financial terms of the transaction were not disclosed.

Brebeck was founded in 2011 by Thomas Brebeck and Marcel Benda, in order to utilise Mr. Brebeck’s extensive track record and expertise in carbon fiber manufacturing in Germany over almost 20 years. Brebeck is now one of the leading European manufacturers of carbon fiber parts and components, used mainly in technically demanding motorsport activity and automotive applications.

In addition to its facility in Senov, Czech Republic, Brebeck also operates internationally through its wholly owned subsidiary in Deggendorf, Germany. The Company generates annual sales in excess of €10 million, with more than 160 employees. Brebeck’s customer base includes several prominent word-class players in the motorsport market, such as KTM AG, BMW AG, Porsche AG and Audi AG.

Moving forward, both founders will retain a significant minority stake in the Company and Mr. Brebeck will continue to drive the further growth and development of the business. The Company’s primary strategic focus will remain centered around servicing its blue-chip, anchor customers in the motorsport and automotive industries while also broadening its product offering to customers in the aerospace market.