Triniti

Mergers & acquisitions

Acquisition of Ortodontiakeskus OÜ by OÜ Põlva Farmid

Our M&A team represented Estonian investors in connection with the acquisition of majority shareholding in Ortodontiakeskus, one of the leading providers of modern dental services and orthodontics in Estonia.

Republic of Estonia acquired majority shares in Estonian Air

Our law firm advised the Estonian government, through the Ministry of Economy and Communications, in the acquisition of 90% of the shares in the national air carrier – Estonian Air. The Estonian Republic and Scandinavian Airline Systems (SAS) recapitalized the company with ~20 MEUR. TORV carried out the legal due diligence review of the airline, assisted in the share capital increase as well as advised in the negotiations of the new shareholders agreement.

Bauhof acquires a construction materials retail chain

We assisted a leading Estonian construction materials retailer OÜ Ehitus Service, operating under the Bauhof trademark, in the acquisition of all shares in Devest Ltd. Devest operated several large stores selling construction materials and household goods in the greater-Tallinn area, under the trademark Ehitusmarket. As a result of the acquisition Bauhof became the market leader in the Estonian construction materials retail market. TORV advised Bauhof in contract negotiations, legal due diligence and completion of the transaction.

South-American shipping company acquired a cargo vessel

TORV advised a Paraguayan maritime agency Interocean S.R.L. in the purchase of a multi-purpose M/V Rasill in Tallinn, Estonia. A member of the international Maersk Line maritime network acquired the 108 m general cargo vessel from an Estonian commercial bank – Eesti Krediidipank Ltd.

Bombardier delivers 3 new aircraft to Estonian Air

Two new CRJ900 NextGen regional jets were delivered to AS Estonian Air in early 2011 by the Canadian aircraft manufacturer Bombardier Aerospace. Estonian Air altogether purchased three new CRJ900 NextGen aircraft, the third to be completed in 2012. TORV acted as Estonian legal counsel to the national ariline, with the issues related to the loan and lease agreement of the new aircraft, as well as with respective corporate and shareholder matters.

Foreign investor acquired a fish processing plant

Our mergers & acquisitions team advised a foreign investor in connection with the acquisition of a fish processing company United Fish Traders and its fish processing factory located in the second largest Estonian city Tartu from a bankruptcy estate. Acquired factory is a modern processing unit with approximately 2500 m2 production space located on a land lot of 8500 m2.

Sale of a wood processing plant

We advised the seller – Delavan Invest OÜ, in the sale of the majority shares in AS Barrus – a major wood processing enterprise in South-Estonia to Danish investors.

Construction of a multi-purpose vessel

In cooperation with Consoldato del Mare , a maritime law consultancy, and a Finnish firm LRM Attorneys Ltd, we advised the Estonian Ministry of the Interior and the Police and Border Guard Board in the negotiations for the construction of a new multi-purpose pollution abatement vessel. The 63.6-metre vessel with border guard, rescue, icebreaking and pollution abatement capabilities will be built by autumn 2012 by a Finnish shipyard Uudenkaupungin Työvene OY. The vessel costs EUR 27 million and the project is co-financed by the European Regional Development Fund.

Acquisition of a leading security services company

Our attorneys advised AS Pristis, a leading provider of security technology and services in Estonia, in the acquisition of all shares of Skorpioni Julgestusteenistuse AS. As a result of this transaction the Pristis group became second largest provider of security services in Estonia.



€10,2 million acquisition of a leading shoe retailer

Our attorneys advised AS Tallinna Kaubamaja group (leading OMX listed retailer) in connection with the €10,2 million acquisition of AS ABC King, a leading shoe retailer in Estonia and Latvia.

Sale of a leading dairy company

Our M&A team advised the majority shareholder of the Estonian dairy farm OÜ Põlva Farm, internationally praised for its efficiency and innovationin, in connection with the sale of its shareholding to Agrowill Group, leading Lithuanian agriculture group listed on OMX Vilnius stock exchange.

€160 million sale agreement of majority ownership in Estonian Railways Ltd


Our M&A team represented OÜ Baltic Rail Services, the majority owner of AS Eesti Raudtee (Estonian Railways Ltd.) in negotiating a €160 million agreement for the sale of the 66% shareholding in Estonian Railways to the Republic of Estonia.

Acquisition of a leading pan-Baltic alcohol importer and wholesaler

In cooperation with our Latvian and Lithuanian coleagues, we assisted AS Liviko, the largest Estonian alcohol producer and distributor in connection with its acquisition of SIA L.I.O.N & Ko, creating the leading pan-Baltic producer, distributor and wholeseller of alcoholic beverages.

Acquisition of Hiiumaa Agro

Our attorneys advised the buyer in the negotiations and drafting of the purchase transaction of Hiiumaa Agro, a leading dairy farming and beef growing company on Hiiumaa, the second largest Estonian island.

Acquisition of a Latvian ice-cream manufacturer

Our advocates assisted AS Balbiino, a leading manufacturer of frozen foodstuffs in Estonia, in its acquisition of SIA Margota, a second largest ice-cream manufacturer in the Republic of Latvia.

Acquisition of a management training company

We advised AS Invicta Eesti, part of the Helsinki Consulting Group, in the acquisition of a leading management training company – AS Audentes Ariko. The acquisition resulted in the creation of the largest management training companies in the country.

Acquisition of a leading motor vehicle distributor

In co-operation with our Latvian and Lithuanian colleagues, we represented AS Tallinna Kaubamaja, a leading listed Estonian retail company, in its pan-Baltic acquisition of the motor vehicle distributor selling KIA motor vehicles.

Acquisition of a leading Latvian telecom


Our M&A team represented AS Norby Telecom, a major Estonian telecom in its acquisition of SIA Telecentrs, a major Latvian B2B telecommunications company.

Joint venture with Gustav Paulig Oy

Our attorneys assisted the shareholders of an Estonian company, specialized in the sale, service and rent of office coffee machines and products, in connection with the investment into the company by Gustav Paulig Oy, a leading Finnish coffee company.

Acquisition of repair and maintenance arm of a Finnish company

Our M&A team, in cooperation with our Finnish colleagues, assisted Simson Huoltopalvelu Oy, affiliate of OÜ SIMSON, one of the leading Estonian domestic appliances and consumer electronics maintenance and repair companies, in its acquisition of repair and maintenance arm of a Finnish company ELFA Elektroniikka.

Acquisition of a B2B telecom network

We represented a pan-Baltic telecommunications company, in the acquisition of a broadband telecommunication network from AS Microlink Eesti AS, an Estonian Telecom group company.

Sale of a major shopping center in Tallinn


Our M&A team acted for the seller – AS Ühendatud Kapital, in the sale of OÜ Tööstuspark (a major shopping centre in Tallinn) to Baltic Property Trust, a leading independent owner of prime commercial properties in the Baltic States.

Sale of an Estonian subsidiary of Maersk Air A/S to Sterling Airlines

Our lawyers assisted Maersk Air A/S (an A.P. Møller-Mærsk Group Company) with the transfer of its Estonian airline revenue accounting subsidiary in connection with the acquisition of its commercial activities by Sterling Airlines A/S.

€62 million sale of a leading shopping center in Tallinn

Our M&A team represented sellers in a €62 million sale of AS Rocca al Mare Kaubanduskeskus (the largest shopping centre in Tallinn) to Citycon Oyj, a Finnish listed real estate investor.

Transfer of majority ownership of a wholesaler and retailer of construction materials

Our lawyers advised local investors in connection with the sale of the majority ownership in AS Ehitus Service, a major wholesaler and retailer of construction materials (now operating under the BAUHOF trademark) to Askembla Asset Management.