Popovici Nițu Stoica & Asociații

FIRM NAME: POPOVICI NITU STOICA & ASOCIATII

Website: www.pnsa.ro

Tel: +40 21 317 79 19

Fax: +40 21 317 85 00

Senior Partner: Ernest-Virgil Popovici

Managing Partner: Florian Nitu

Deputy Managing Partner: Bogdan C. Stoica

Number of Partners: 16

Number of Lawyers: 70

Languages: English, French, Italian, Romanian

Firm Overview:

Popovici Nitu Stoica & Asociatii is a leading Romanian independent law firm. Established in 1995, as one of the first incorporated partnerships, the firm brings together strong local resources, with exceptional credentials, outstanding records and distinguished careers in law, business and academia. The Bucharest office today groups 70 qualified lawyers and tax advisors.

Focusing traditionally on the private sector and foreign investment projects, Popovici Nitu Stoica & Asociatii is acknowledged by the vast majority of observers and peers as “the transactional law firm” among the market leaders. The Firm has constantly been involved in the majority of the M&A transactions in Romania from various industries such as Energy, Healthcare, Retail, IT, Financial Services, Telecoms and Real Estate.

Main Areas of Practice:

Mergers & Acquisitions

4 Partners, 24 fee earners based in Romania

M&A expertise is central to the firm’s practice. It brings together and integrates the expertise of other acknowledged practice groups within the firm, such as capital markets, tax, competition & antitrust and litigation.

Popovici Nitu Stoica & Asociatii is involved in some of the largest transactions of each year, an aspect also usually acknowledged by the Romanian Financial Newspaper (Ziarul Financiar) through its yearly awards:largest office real estate transaction outside Bucharest in 2019; largest transaction in Retail in 2019; largest transaction in the Medical Services sector in 2019; largest transaction in Real Estate in 2018, largest transaction in the building materials sector in 2018, largest transaction in Real Estate in 2016,largest transactions in Retail in 2015, largest transactions in IT and FMCG in 2014;largest IT&C transaction in 2013, largest AGRO/FMCG transaction in 2013, largest AGRO/FMCG transaction in 2011, largest transaction in the financial industry in 2011, largest IT&C transaction in 2010, largest transaction in healthcare in 2009 and largest transaction in energy in 2009.

Recent assignments:

• PPC in the mergers of its flagship Romanian companies.
• TehnoWorld on its sale to Romcim.
• Promat Comimpex on the acquisition of a 70% share stake in the agribusiness company Agrotex.
• Orange France on post-acquisition merger between Orange Romania SA and Orange Romania Communications SA (former Telekom Romania Communications SA).
• BRD Groupe Société Générale on the competitive sale process of BRD pension fund.
• NTT Data on concluding an agreement with BMW Group to set up a Joint Venture (JV) in Cluj-Napoca to enhance software competencies and foster digital transformation.
• Winners Sports Architects on the acquisition of a WTA Tournament Class Membership from an Associazione Sportiva Dilettantistica Country Time Club.
• SuperAge and Ileana Badiu in their joint venture with NORD - Grupul Medical Provita.
• Malherbe Transports on the acquisition of Contralog Europa SRL.
• Mark Twain IS on the sale of a majority stake to Morphosis Capital Fund.
• Safety Broker on the acquisition of Globasig Broker de Asigurare-Reasigurare.

Key clients: Akzo Nobel, Ameropa, Auchan, BICO Industries, BRD, Cemacon, Certinvest, DB Schenker, Dedeman, Enea, Mark Twain IS, NTT Data, Orange, Oresa, PPC, Property Fund, Provita, RBC, Tehno World, Verdino Green Foods, Winners Sports Architects

Contact: Florian Nitu / Bogdan C. Stoica / Silviu Stoica / Irina Ivanciu

E-mail: [email protected] / [email protected] / [email protected] / [email protected]

Banking & Finance:

1 Partner, 4 fee earners based in Romania

• A worldwide leading Swiss grain and fertilizer producer and trader on the successful €542m refinancing of its main Revolving Credit Facility in Romania.
• One of the largest Lebanese banks on a new €22m real estate financing granted to a strategic real estate developer for refinancing of outstanding banking facilities availed by third party banks and assisting in their working capital needs and reimbursement of shareholders' loans.
• A real estate investor on two credit facilities in a maximum amount of EUR 53.7M from Raiffeisen Bank in relation with the acquisition of a real estate project.
• A major energy distributor and its Romanian subsidiaries in relation to contracting several credit facilities, amounting to more than EUR 500M.
• A Belgian private financier on the granting and securing a €14m financing to one of the main port operators in Midia and Constanta Harbours in view of developing further infrastructure facilities.

Key clients: Ameropa, Binance, Banque Banorient France, BRD Société Générale, Deutsche Leasing, Oresa, Vabeldi, WDP

Contact: Bogdan C. Stoica

E-mail: [email protected]

Competition & Antitrust:

1 Partner, 5 fee earners based in Romania

• PPC (former ENEL) in relation to three investigations launched by the Competition Council into possible abuses of dominant position by PPC group's electricity distribution operators in the areas where they hold licenses.
• Hewlett Packard in connection with a Competition Council investigation into alleged abuse of dominance.
• Simavi, an IT company part of SIVECO group of companies, in connection with a complaint submitted with the Competition Council regarding a potential anticompetitive behaviour of a contracting authority.
• Albalact, Covalact and Dorna Lactate (Lactalis companies), one of the top Romanian dairy producers, in connection with an investigation launched by the RCC with respect to alleged breaches of article 5 of the Competition Law no 21/1996 and 101 (a) of the TFEU on the butter market.
• Kontron Services (former S&T Romania), one of the top Romanian IT companies, in connection with an investigation launched by the RCC with respect to alleged breaches of article 5 of the Competition Law no 21/1996 and 101 (a) of the TFEU in the context of a bid-rigging.
• Bunge Romania, one of the top Romanian oil producers, in connection with an investigation launched by the RCC with respect to alleged breaches of article 5 of the Competition Law no 21/1996 and 101 (a) of the TFEU on the production market of sunflower oil.

Key clients: Akzo Nobel, Ameropa, Auchan, Bunge, Cemacon, Dedeman, Hewlett-Packard, Kontron Services, Lactalis, Medtronic, New Kopel, Orange, Oresa, Property Fund, Simavi

Contact: Mihaela Ion

E-mail: [email protected]

Real Estate:

5 Partners, 13 fee earners based in Romania

• AFI Europe on the acquisition of Bucharest Financial Plaza from IMMOFINANZ.
• Dedeman on the corporate restructuring and acquisition of the retail project (Cora gallery) owned by Studium Green (Cluj-Napoca Estate) in Cluj-Napoca, on the land of the University of Agricultural Sciences and Veterinary Medicine of Cluj-Napoca.
• The Romanian subsidiaries of PPC Group (former Enel Group) for energy distribution – PPC Retele Electrice Muntenia (former Enel Distributie Muntenia), PPC Retele Electrice Banat (former Enel Distributie Banat), PPC Retele Electrice Dobrogea (former Enel Distributie Dobrogea) in connection with extensive real estate due diligence of office, commercial buildings, as well as land portfolio, extensive real estate due diligence of industrial portfolio, including electricity distribution network.
• Warehouses de Pauw Romania (WDP) on (i) a new sale-and-leaseback acquisition of the factory of Federal-Mogul Friction Products Ploiesti (Tenneco Group), in Prahova County (ii) the new acquisitions of two industrial projects in Romania and (iii) the merger with WDP of the three newly acquired projects from Globalworth and Global Vision.
• Redport Group on (i) the corporate restructuring process of Redport Group, (ii) the development of the residential project Level 3 and (iii) the development of the urban restructuring and residential project Infinity Nord.
• Hexagon Group in connection with the acquisition of the former Tehnofrig platform in Cluj-Napoca.
• WDP on two new sale-and-leaseback acquisitions of two different automotive production units.
• A real estate investment company on the restructuring of its flagship and retail office projects in Bucharest, in an investment exceeding €200 million.
• Meta Estate Trust on launching its IPO and further on listing its shares on the AeRO market of the Bucharest Stock Exchange.
• Encore Capital Trust (ECT) on the first round of financing by attracting capital from several strategic investors.
• VGP Group in connection with the development of certain VGP Parks projects in Romania, consisting in a chain of logistics and warehouses.
• Hexagon Group in connection with the development and forward sale of a large mixed-use office, retail and residential project known as Hexagon District Project.

Key clients: AFI, Auchan Group, Cross City & Estoria, Dedeman, DSV Solutions, GLL, Hexagon Group, Ipso, Knight Frank, Lactalis, LINCOLN ELECTRIC, P3 Logistic Parks, Redport Capital, S IMMO, Uniqa Real Estate, VGP Group, WDP

Contact: Florian Nițu / Valentin Creața / Ioana Șampek / Bogdan. C Stoica / Irina Ivanciu

E-mail: [email protected] / [email protected] / [email protected] / [email protected] / [email protected]

Intellectual Property:

1 Partner, 3 fee earners based in Romania

§WTA world number 1 tennis player Simona Halep on the negotiation of contracts with sponsors, TVs, equipment producers and, generally, on all her IP related matters.

§Romanian swimming superstar David Popovici in connection with various partnerships involving the assignment and use of IP rights, registration of trademarks, negotiation and execution of various endorsement contracts with high-profile partners such as Raiffeisen Bank, Omega, MedLife, Arena, Macromex, as well as various infringements of the rights over his imagine by various third parties and on all his legal and tax matters.

§PlantExtrakt in registering and defending its IP rights over “Nasirus” trademark.

§Romanian football star Gheorghe Hagi in connection with various partnerships involving the assignment and use of IP rights in favour of a worldwide digital player as well as in relation to the negotiation with various TV producers in respect of assigning the rights for the creation of a lifetime documentary on the life of Gheorghe Hagi.

Contact: Bogdan. C Stoica

E-mail:[email protected]

Energy & Natural Resources:

2 Partners, 4 fee earners based in Romania

• PPC Renewables (former Enel Green Power) on various development, investment and acquisition of wind and solar farm projects.
• Interagro Development on the full divestiture from a 165 MW photovoltaic project around Cluj Napoca in a private competitive international exit process.
• Fondul Proprietatea in all litigation initiated against the Romanian State's and ANRE's decisions to re-establish the regulated market for the energy supplied to household consumers. We also assist Fondul Proprietatea with their requests to the European Commission to intervene on this matter.
• VGP in connection with a renewable energy project consisting of energy generation by using rooftop PV panels.
• Azomures SA (the largest producer of fertilizers in Romania, part of the Swiss Ameropa Group) on (i) negotiating and concluding the bilateral gas and power supply agreements for the Azomures fertilizers production facility in Tg. Mures; and (ii) drafting position papers of Azomures, as the main actor in the fertilizers industry, on the package of draft legal enactments setting up compensation schemes for gas and power consumers and, particularly, on the exclusion from the compensation scheme of industrial actors benefiting of Greenhouse Gas Emissions Allowances.
• A major electricity distributor engaged us to perform a thorough legal review of the unbundling rules proposed by the company’s shareholders.
• Axpo Solutions AG, part of the Swiss based energy giant Axpo Group, on (i) the conclusion of a long-term financial power purchase agreement (PPA) for an onshore windfarm with Macquarie; and (ii) the interpretation of various legal provision in the legal framework dealing with compensation schemes for gas and power consumers including, without limitation, on the limits of dealing with the suppliers and clients in bilateral contracts as well as on applying for compensations.

Key clients: Ameropa, Ansaldo Nucleare, Axpo Solutions AG, Electrica, PPC Renewables (former Enel Green Power), Property Fund

Contact: Vlad Neacsu / Florian Nitu

E-mail: [email protected] / [email protected]

PRACTICE AREAS

Agribusiness

Banking & Finance

Capital Markets

Competition & Antitrust

Consumer & Retail Goods

Corporate & Commercial

Data Privacy

Employment & Pensions

Energy & Natural Resources

Environmental Compliance

Gambling & Betting

Healthcare & Pharmaceuticals

Insurance

Intellectual Property

International Arbitration

Litigation

Mergers & Acquisitions

Project Finance/PPP, Concessions & Infrastructure

Public Procurement

Real Estate

Restructuring & Insolvency

Sports Law

Tax

Telecommunications, Media & Technology

Transports & Logistics

White Collar Compliance & Defence

OFFICES

ROMANIA

BUCHAREST: 239 Calea Dorobanti, 6^th Floor, 1^st District

Postal Code 010567

Tel: +40 21 317 79 19

Fax: +40 21 317 85 00

Email: [email protected]