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Global Guide

Corporate/M&A — Romania

Overview

Romanian M&A in 2017

Overview

In spite of an apparently investment-shy 2016, 2017 showed once more that the CEE market and, in particular, the Romanian market, offers immense opportunities for strategic investment consolidation and fresh capital projects.

Against an international background marked by geopolitical unrest the Romanian M&A market flourished in 2017, the level of foreign investment, at least in terms of committed capital, increased significantly and the prospects for 2018 are very encouraging. With the largest GDP growth rate across the European Union, expected to exceed 6% in 2017, and a safe forecast for at least 4% GDP growth in 2018, Romania offers one of the most appealing investment propositions. The optimal environment of the last decade – when the Romanian market proved able to absorb EUR10 billion annually of invested funds in the peak years – looks set to repeat to the benefit of a successful development of the local market. Again, regional and global synergies add up, and the dynamics in the more mature jurisdictions favour the channelling of fresh private capital into the Romanian economy.

From 1 January 2018, Romania will become the lowest tax jurisdiction in the European Union, favouring industrial investment and start-up initiatives equally. The country’s efforts to reform the public sector and advancement of the rule of law are also yielding palpable results in terms of investor confidence and their long-term commitment to the Romanian market.

Key Industries and Top Transactions

Significant transactions, in number and in value, were carried out in 2017 and many are ongoing with a very encouraging projects pipeline for 2018 in virtually all sectors, from industrial to energy, oil and gas, and real estate to agribusiness, but also in the financial sector, banking and capital markets, in IT and telecommunications, healthcare and pharma.

Financial Sector

The financial sector has gone through half a decade of consolidation and restructuring involving banking and non-banking financial institutions, corporate positions as well as transactions with portfolios of non-performing banking assets.

In corporate banking towards the end of 2017, Banca Transilvania signed a deal to acquire Eurobank Group’s Romanian businesses, including Bancpost S.A., ERB Retail Services IFN S.A. and ERB Leasing IFN S.A. Along with the acquisition of Banca Comerciala Carpatica by Patria Bank earlier in 2017 and the consolidation that followed, this rounds up a process of placing more than 80% of Romanian banking assets in the hands of 4-5 major players, with competition from 8-10 small but active, niche-oriented actors.

In recent years, the trading of the non-performing loans portfolio, in terms of both value and volume, has been marked decisively by the completion of the work-out efforts of the Romanian commercial banking sector following the financial turmoil of the last decade. Key transactions in 2016/17 include Banca Comerciala Romana selling a loan portfolio valued at EUR370 million to the Norwegian fund B2 Holding and German entity EOS, Intesa Sanpaolo Bank selling a loan portfolio of EUR287 million to APS, and Eurobank transferring a distressed loan portfolio valued at EUR597 million to IFC and Kruk.

Finally, the services sector related to banking and finance has seen significant moves as well, with Diebold Nixdorf relaunching Romanian operations and Wirecard acquiring Provus Group (a local leader in processing card transactions).

Energy, Oil and Gas

Notable movements took place in all oil, gas and energy sub-sectors. KazmunayGas completed its sale of half of KMG International (owning Rompetrol) to CEFC China Energy Company Limited for USD620-680 million, while OMV consolidated its holding of Petrom (Romanian Oil Company) by acquiring an additional 6.4% stake from Fondul Proprietatea for EUR140 million. In energy distribution, Allianz Capital Partners closed the acquisition of 30% of E.ON. for an estimated EUR185-250 million, while Enel Investment Holding BV purchased 13.6% of Electrica Distributie Muntenia and Enel Energie Muntenia for a value of EUR400 million. Other minority positions in electricity distribution companies were transferred by Fondul Proprietatea.

Real Estate

In 2017 we have seen the true emergence of a maturing real estate market, with long-established players and new entrants rallying for new projects, and also making notable divestment moves. These include new projects by the key investment funds long active in the Romanian market, such as New Europe Property Investments (NEPI), Global Worth and Immofinanz, and also by developers, such as Portland Trust or Skanska. Among the new players gaining prominence one would include, in the category of institutional investors, the Dutch fund Atterbury Europe, certain sovereign funds of Singapore or Qatar, as well as local developers such as Forte Partners and One United Properties.

Investments and new development projects generated transactions adding up to well above EUR1 billion for the entire market, including key deals in the office sector, retail, industrial and also in the residential segment. Highlight deals include the Growpoint Properties acquisition of 27% of Globalworth, in a EUR186 million transaction or NEPI purchasing from Argo Group of the retail park Shopping City Sibiu, with a project value exceeding EUR100 million. Another notable transaction is Iulian Dascălu's sale of 50% of the Iulius Mall business – covering retail centres in Iaşi, Timişoara, Cluj-Napoca and Suceava – to the Dutch investment fund Atterbury Europe for a price exceeding EUR100 million. The office space market has also seen new deals, including in the secondary cities, such as the purchase by Immochan of the Coresi Business Park in Brasov in a transaction nearing EUR50 million, and the recent acquisition of Renault Warehouse Project by Globalworth from Elgan Group.

In the industrial area there were numerous new development and acquisition projects, with a clear consolidation outlook. The key transaction for the sector appears to be that of Sovereign Fund of Singapore acquiring a top regional player –P3 Logistic Parks – holding a key position in the Romanian market, all in a cross-border transaction for a valuation in excess of EUR2.4 billion. Logicor, the other major owner of industrial facilities in Romania, also changed hands last year, with Blackstone selling it to China Investment Corporation.

The successful record EUR500 million bond sale by Globalworth Real Estate Investment Limited in June 2017 is a clear illustration of the Romanian real estate market.

Retail, Food and Agribusiness

Retail, Food and Agribusiness taken together make annually a billion-euro market in terms of investment, mergers and acquisitions.

2017 was no exception, with an ever-increasing trend for investment funds to bet on the growth potential of the Romanian market. This is demonstrated in Mid Europa Partners' investment of more than half a billion euros in the Profi retail chain, and also in the acquisition by Lactalis of the Albalact diary business for more than EUR75 million. Regional transactions also impacted the Romanian market, such as Asahi's acquisition SAB Miller's assets in the Czech Republic, Slovakia, Hungary, Poland and Romania for an aggregate price of EUR7 billion.

IT, Telecoms and Media

IT businesses have been a source of national pride for years. In recent years, big IT corporations and institutional investors have been investing in Romanian IT established businesses and start-ups alike.

It is worth noting the Vitruvian Partners acquisition of a 30% stake in Bitdefender for EUR150 million, Direct One concluding the acquisition of Netcity Telecom with the UTI Group, and Logo Software buying into Totalsoft.

Industries and Services

Significant transactions were successfully implemented across the industries and service sectors, equally involving institutional and strategic investors as well as local entrepreneurs.

Recently, Greenbrier acquired the majority stake in Astra Rail Industries for a price of EUR60 million, Abris Capital purchased the majority stake in a local recycling business for a value of EUR40-50 million, while PPG acquired the Deutek business (chemical pigments) from Axxess Capital for EUR40-50 million. We would add Premier Capital buying the McDonald’s Romania business for some EUR60 million.

Healthcare and pharma deserve a special mention, as the market’s growth continued through 2017 with many deals closing and more underway. As an illustration, the Affidea Group (imagistic services) had just acquired Hiperdia diagnostic centers for a price of EUR50 million, Mid Europa Partners purchased Ponderas Hospitals, while the market leader in private health, Medlife, went successfully public on the Bucharest Stock Exchange.

Trends and Prospects

The Romanian M&A market is expected to flourish in 2018 with long-prepared transactions expected to exceed a billion euros. Indeed, in many sectors consolidation processes have been completed and exit scenarios are being considered, with numerous billion-euro transactions being in an ideal position to close.

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CMS - Corporate/M&A Department

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Band 1

第一等

Chambers Commentary (based on the Chambers research)

Horea Popescu has an excellent reputation for advice on M&A transactions and associated regulatory issues. He is highly sought after by clients from the financial services, life sciences, technology and consumer products sectors for advice on acquisitions, divestitures, privatisations and share transfers. Highlights include acting for Commerzbank and Aberdeen Asset Management on the sale of the Construdava office property in Bucharest to AdamAmerica Real Estate.

About the Team (content provided by CMS)

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Nestor Nestor Diculescu Kingston Petersen - Corporate/M&A Department

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Band 1

第一等

Chambers Commentary (based on the Chambers research)

Adriana Gaspar is a leading figure in the Romanian market, with considerable experience of handling corporate governance and corporate fraud matters. She is particularly sought after by clients from the agriculture, TMT and automotive sectors for M&A transactions and corporate restructurings, and frequently acts for private equity investors. Interviewees underline that she is "very experienced" and "very hands-on." Gaspar acted for V4C Eastern Europe Holding on the divestiture of its equity holding in MedLife by way of an IPO.

Ruxandra Bologa has a strong focus on mandates in the energy and natural resources sector, where she assists clients with joint ventures, mergers and spin-offs, as well as corporate restructurings and corporate governance matters. Clients highlight her "very quick understanding of tasks and clear communication of results." She advised Lantmännen Unibake on its acquisition of the bakery business of GoodMills.

About the Team (content provided by Nestor Nestor Diculescu Kingston Petersen)

With a history traced back to the times when Romania embarked on the process of transitioning to the market economy, our Corporate/M&A practice has set reference points and has created precedents. Along the decades, we have been committed and took advantage of the opportunity to continue working at the forefront of innovation in this area.

The strength of our Corporate/M&A practice derives from our lawyers’ experience, which incorporates the entire portfolio of contributions made to and benefits derived from the top-end projects we assisted on; it was nurtured through times when institutional and legislative deficit and constant changes have challenged our skills and capabilities.

The Corporate/M&A services span a broad spectrum:

  • straightforward or multi-phased equity or asset-based transactions
  • privatizations with strategic investors or through public offerings, as well as post privatization matters
  • joint-ventures and other cooperation agreements
  • private equity and financial investors projects
  • corporate reorganization, mergers, spin-offs and distress situations
  • IPOs and SPOs
  • distress and special situations
  • corporate establishment or restructuring
  • corporate governance matters

With each engagement, we combine our high level of professionalism with a sound commercial focus that allows us to support the clients in understanding and balancing legal and contractual compliance with their business goals.

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Radu Tărăcilă Pădurari Retevoescu SCA in association with Allen & Overy LLP - Corporate/M&A Department

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Band 1

第一等

Chambers Commentary (based on the Chambers research)

Clients laud Costin Tărăcilă for being a "results-driven negotiator, a true deal maker and one of the most experienced M&A lawyers in the market." He is a leading figure for M&A transactions and is highly sought after by private equity clients for advice on acquisitions, restructurings and sales of companies. Other clients note that he is "commercially minded and a pleasant personality." He acted for Centrul Medical Unirea on its acquisition of Ponderas Hospital.

Mihai Ristici has notable experience advising clients from the financial services sector on corporate transactions. One client describes him as a "very experienced corporate lawyer who is thorough and has excellent legal and business knowledge in all the necessary areas." He assisted Global Finance with its sale of TotalSoft. Another client adds that Ristici has "a good understanding of our business and is always available to help."

About the Team (content provided by Radu Tărăcilă Pădurari Retevoescu SCA in association with Allen & Overy LLP )

A leading M&A practice in Romania

Our corporate practice has been consistently ranked among the market leaders in Bucharest. We believe one key strength underpins this continued success – the fact that our corporate lawyers provide decisive, solution-oriented legal advice.

Over the past decade, we have advised clients on a number of landmark M&A transactions, restructurings, joint ventures, commercial and contract issues, competition issues, employment matters and share schemes. We have also provided corporate legal services to many clients setting up operations in Romania for the first time and continue to advise them on their operations here.

We support buyers and sellers at all stages of the transaction, from bid preparation and submission to negotiation, sign-off and close. We’re known for getting to the heart of the most complex issues, creating the right strategy and deal structure and minimising the risk involved.

Our long experience of advising clients on complex, multi-jurisdictional transactions means we are well placed to anticipate any issues and risks clients might encounter, providing them with the legal advice they need, when they need it, saving them both time and money.

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Schoenherr si Asociatii SCA - Corporate/M&A Department

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Band 1

第一等

Chambers Commentary (based on the Chambers research)

Mădălina Neagu advises buy and sell-side clients on takeovers and restructurings. She also acts on privatisation mandates and corporate disputes. Commentators particularly highlight her negotiation skills, as one describes her as "good in negotiations and really knowledgeable about Romanian law," while another reports: "She showed a lot of composure during some heated negotiations."

According to clients, Markus Piuk is "very pleasant to work with and willing to fight for his clients." He acts for clients across South-East Europe on listings, de-listings and takeovers, and is particularly active in the retail, automotive, financial services and oil and gas sectors. Other interviewees single him out for his ability to "comfortably handle difficult negotiations."

About the Team (content provided by Schoenherr si Asociatii SCA )

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Țuca Zbârcea & Asociații - Corporate/M&A Department

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Band 1

第一等

Chambers Commentary (based on the Chambers research)

Cătălin Băiculescu has an excellent reputation for M&A transactions and privatisations. He is particularly popular among clients from the TMT, FMCG, construction and travel sectors. He also assists with the negotiation of share-purchase agreements and post-acquisition restructurings, and advised Direct One on its takeover of Netcity Infrastructure from UTI Group. Clients particularly highlight his "diplomatic approach and excellent negotiation skills."

About the Team (content provided by Țuca Zbârcea & Asociații)

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Clifford Chance Badea - Corporate/M&A Department

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Band 2

第二等

Chambers Commentary (based on the Chambers research)

Clients particularly highlight Nadia Badea for her availability. She acts for clients from a range of sectors, such as real estate, energy and healthcare on private equity and M&A transactions, and has latterly acted for Affidea Group on its acquisition of Hiperdia.

About the Team (content provided by Clifford Chance Badea )

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DLA Piper Dinu SCA - Corporate/M&A Department

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Band 2

第二等

Chambers Commentary (based on the Chambers research)

Marian Dinu is highly sought after by companies in the IT, telecommunications, energy and healthcare sectors. He has considerable experience of M&A transactions, corporate restructurings and privatisations, and also frequently acts for a number of private equity firms. He represented Orkla in its EUR175 million acquisition of Hamé.

About the Team (content provided by DLA Piper Dinu SCA)

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PeliFilip - Corporate/M&A Department

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Band 2

第二等

Chambers Commentary (based on the Chambers research)

Cristina Filip has a strong reputation for M&A and private equity transactions, representing both buyers and sellers, as well as corporate reorganisations. She is particularly active in the energy sector, where she also advises on joint ventures, privatisations and commercial contracts. Of late, she has advised Tiriac Group on the structuring and negotiation of an increase in its shareholding in Allianz-Tiriac Asigurari.

Alexandru Birsan frequently assists clients with all aspects of mergers, acquisitions and disposals. Clients highlight his "proactiveness, expertise and problem-solving abilities." He also has an excellent reputation for financing mandates. Birsan acted for RCS & RDS on the sale of its Czech subsidiary to a Czech utilities and communications company.

Alina Stancu Birsan assists clients from the energy, natural resources and construction sectors with mergers, acquisitions, disposals and privatisations. She acted for Mytilineos Holdings on the restructuring of its Romanian operations.

About the Team (content provided by PeliFilip)

Our team includes lawyers that have had major roles in the majority of the key mergers and acquisitions in Romania. They have excellent expertise on any Corporate and M&A legal matters, including on:

  • corporate restructurings (e.g., mergers, reorganizations, spin-offs, shareholder arrangements, joint ventures);
  • corporate governance matters (including directors’ and managers’ duties and liability and management of publicly listed companies);
  • public and private acquisitions and disposals (share deals and asset deals);
  • privatisations;
  • shareholders’ arrangements;
  • investments or exit structures;
  • private equity transactions; and
  • IPO, SPO, take over offers, squeeze-out procedures.


Selected credentials:

Assisting Banca Transilvania in the largest acquisition on the Romanian banking market in 2017, namely 99.15% of Bancpost’s shares and of 100% of the shares issued by ERB Retail Services IFN and ERB Leasing IFN, companies that are part of Eurobank group.

Assisting the Bucharest Stock Exchange in relation to its merger with SIBEX – Sibiu Stock Exchange. The assistance involved a sophisticated approach to the particularities of the merging entities, as operators of the only two stock exchanges in Romania.

Assisting Kingfisher in relation to the acquisition of (i) the Romanian operations of Bricostore, a leading regional operator and the number two DYI chain in Romania, (ii) the Romanian operations of Praktiker, one of the major home improvement and DYI chains in Romania


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Bondoc & Asociatii in alliance with White & Case - Corporate/M&A Department

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Band 3

第三等

Chambers Commentary (based on the Chambers research)

Lucian Bondoc is particularly popular with clients from the pharmaceutical, retail and energy industries for advice on mergers and acquisitions. Clients enthuse that "his grasp of legal concepts is second to none" and also underline his ability to "help clients to navigate a difficult legal market securely." He is also highly regarded by financial institutions and public entities for commercial operations mandates and investment projects. Notable mandates include assisting Johnson Controls with the spin-off of its Automotive Experience business.

About the Team (content provided by Bondoc & Asociatii in alliance with White & Case)

To learn more about our practice, please visit: whitecase.com/law

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Popovici Nițu Stoica & Asociații - Corporate/M&A Department

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Band 3

第三等

Chambers Commentary (based on the Chambers research)

Florian Nițu has considerable experience in the real estate sector, where he handles both corporate advisory matters and transactions. Clients describe him as "very clever and passionate, and always able to find solutions." He assisted HOCHTIEF Projektentwicklung with the reorganisation of its Romanian subsidiaries.

According to clients, Bogdan Constantin Stoica is a "win-win negotiator" who is "very friendly and able to explain things to us and the other side in a rational way." He has considerable experience advising domestic and international companies on M&A transactions, and acted for Ameropa Grains on its acquisition of a number of agricultural storage and infrastructure facilities.

About the Team (content provided by Popovici Nițu Stoica & Asociații)

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 and antitrust, environment and litigation.

The firm has constantly been involved in the majority of the M&A transactions in Romania in various industries such as energy, healthcare, retail, information technology, telecom and real estate.

Popovici Niţu Stoica & Asociaţii is involved in some of the largest transactions of each year, an aspect also usually acknowledged by the Romanian Financial Newspaper (Ziarul Financiar) through the annual awards: largest transaction in Real Estate in 2016; largest transactions in Retail in 2015; largest transactions in IT, Retail 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.

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Reff & Associates - Corporate/M&A Department

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Band 3

第三等

Chambers Commentary (based on the Chambers research)

Alexandru Reff acts for local entrepreneurs and multinational companies on acquisitions, restructurings and disposals, and has been particularly active in the retail and real estate sectors. Market sources describe him as "a good negotiator." He assisted Agrinatura with an intra-group merger that involved four of its companies.

About the Team (content provided by Reff & Associates)

Our practice advises on the structuring and restructuring of investments, transfers of activities, mergers, de-mergers, incorporated or non-incorporated joint ventures, including formation, corporate governance, minority rights, deadlock resolution and exit. Our lawyers assist either the buyer or the seller during the entire process of taking over a target as well as Clients contemplating to entering into joint-ventures, starting with the legal evaluation thereof, going through the structuring of the alternatives for the transaction (either share deal or asset deal or joint-venture or merger/demerger or a combination thereof), the preparation of the contractual documentation, the negotiation, conclusion and implementation thereof.

Our corporate practice covers a multitude of areas, from companies to regulated entities requiring special permits or authorizations for set up and operation. We accompany our Clients throughout various stages of corporate existence, including: formation of the company, Corporate changes and secretarial services, Corporate structuring and restructuring, Intra-group agreements, corporate governance.

Our M&A practice covers issues ranging from due diligence and analysis, structuring, Shares Purchase/Asset Purchase/Joint-Ventures Agreements and other transaction documents, as well as implementation assistance.

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Wolf Theiss - Corporate/M&A Department

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Band 3

第三等

Chambers Commentary (based on the Chambers research)

Ileana Glodeanu represents clients from the energy, TMT and life sciences industries in corporate transactions. Clients like that she is "business-oriented with a problem-solving attitude, and very precise and smart." She acted for Growthpoint Properties on the EUR186.4 million acquisition of a 26.88% stake in Globalworth Real Estate Investments.

About the Team (content provided by Wolf Theiss)

Our corporate and mergers and acquisitions team is one of the largest in the CEE/SEE region and is perfectly positioned to support the world’s leading businesses, emerging startup companies and financial institutions with their most important and challenging transactions, commercial issues and investment activities.

Our Reputation

Our deal portfolio keeps us at the top of the legal advisors in Romania, both by number of transactions and by value. We were involved in almost all transactions closed in Romania over the past years and take pride in having one of the most active and seasoned young corporate/M&A teams in the market. In the last 6 years, Wolf Theiss has generally been among the top 3 law firms by number of transactions closed in Romania and has also been involved in some of the most representative deals made post–crisis in Romania, by impact and value.

Our Services

From mergers and acquisitions and venture capital to private and public equity and debt offerings, we support clients through all stages of their transactions to ensure a successful outcome.



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bpv GRIGORESCU ŞTEFĂNICĂ - Corporate/M&A Department

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Band 4

第四等

Chambers Commentary (based on the Chambers research)

One satisfied client stresses that Cătălin Grigorescu "gives matters a lot of attention and is very willing to come to a good result for the client." He mainly assists companies from the energy sector with corporate transactions, and also advises on corporate finance and insolvency matters. He acted for Dent Estet and its founding shareholder on the sale of a majority stake in the company to MedLife.

About the Team (content provided by bpv GRIGORESCU ŞTEFĂNICĂ )

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D&B David si Baias - Corporate/M&A Department

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Band 4

第四等

Chambers Commentary (based on the Chambers research)

Anda Rojanschi advises clients on the structuring of corporate and real estate deals and assists with post-merger integration matters. She assisted Henkel Romania with the spin-off of its marketing and distribution business to another Henkel group company.

According to clients, Sorin David brings "an impressive academic background, practical perspective and sharpness of mind." He has considerable experience in both corporate advisory and transactional mandates, and is also an eminent figure in the field of competition law. He represented Oresa Ventures in its acquisition of La Fantana from Innova Capital.

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Dentons - Corporate/M&A Department

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Band 4

第四等

Chambers Commentary (based on the Chambers research)

Clients say that Anda Todor is "remarkably knowledgeable" and "provides a market-focused approach to business and a big-picture understanding." She advises clients on M&A transactions and joint ventures, and acted for CEFC China Energy on its acquisition of a majority shareholding in KMG International.

About the Team (content provided by Dentons)

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Kinstellar SCA - Corporate/M&A Department

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Band 4

第四等

Chambers Commentary (based on the Chambers research)

According to market sources, Răzvan Popa is "very smart, commercial and quick." He advises clients from the financial services and real estate sectors on M&A transactions and other corporate matters. He represented Arkema in its EUR485 million acquisition of Den Braven from Egeria.

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Leroy si Asociatii SCA - Corporate/M&A Department

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Band 4

第四等

Chambers Commentary (based on the Chambers research)

Acts for financial services providers and investment funds on both domestic and cross-border M&A, often assisting with matters involving France and France-based companies. Practice heads Bruno Leroy and Andreea Toma are key contacts at the firm.

About the Team (content provided by Leroy si Asociatii SCA)

Corporate and M&A is a leading practice within our firm. Our team is highly experienced in advising on domestic and cross-border transactions, including mergers and acquisitions, joint ventures and equity investments and divestments. In addition to transactional work, we advise publicly held and private corporations, including small and medium sized enterprises, on a broad range of corporate issues.

Many of our lawyers have acquired in-depth experience and knowledge in specific industry sectors, such as the automotive industry, banking, consumer products, insurance, energy, construction and agribusiness.  Our lawyers have successfully combined their legal skills with a unique understanding of the regulatory framework and commercial issues specific to such industry sectors.

Our main areas of expertise are:

  • Corporate establishment, restructuring and corporate governance
  • Day to day operations
  • Mergers and acquisitions
  • Private equity
  • Capital markets
  • Joint ventures
  • Privatizations



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Mușat & Asociații - Corporate/M&A Department

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Band 4

第四等

Chambers Commentary (based on the Chambers research)

Acts for international investors on investments in Romania and assists with share deals, restructurings and reorganisations. Key contacts within the corporate department are Gheorghe Mușat, Mona Mușat and Răzvan Stoicescu.

About the Team (content provided by Mușat & Asociații)

Our team of class-leading experts in this practice offers commercially focused, practical and constructive advice for every aspect of our clients’ transactions.

In Romania, as in other Central and Eastern European countries, mergers & acquisitions were to a large extent privatisation-driven. However, after more than 27 years of existence, we have gathered not only unparalleled expertise in privatisations, but also significant Mergers & Acquisitions insight, acting on complex cross-border transactions and advising on a full range of deal structures, from takeover tactics and flexible bid repositioning to corporate restructuring and divestitures, post-transaction support and integration planning.

Privatisation is one of our leading practice areas. We have advised on most of the major privatisations in Romania, acting either on behalf of the Romanian Government, or for private investors, or buyers, most of which have been foreign investors. Our legal service extends to every sector of the Romanian economy and we have rendered advice on all aspects of privatisation, from performing extensive legal due diligence analyses and preparing tender documentation to assisting in negotiations and attending to pre-closing and post-privatisation matters. We advise clients as part of strategic international alliances or in consortia with bankers, financial institutions, accountants, and international lawyers, or independently.

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Noerr - Corporate/M&A Department

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Band 4

第四等

Chambers Commentary (based on the Chambers research)

Offers extensive expertise in corporate restructurings, M&A transactions and joint ventures. Also active in corporate governance and compliance matters. Rusandra Sandu is a key contact for clients.

About the Team (content provided by Noerr)

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Eversheds Lina & Guia (a member of Eversheds Sutherland) - Corporate/M&A Department

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Band 5

第五等

Chambers Commentary (based on the Chambers research)

Mihai Guia is a notable contact in the corporate team, which handles reorganisations, spin-offs and liquidations, benefiting from the firm's extensive international network.

About the Team (content provided by Eversheds Lina & Guia (a member of Eversheds Sutherland))

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Voicu & Filipescu - Corporate/M&A Department

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Band 5

第五等

Chambers Commentary (based on the Chambers research)

Handles M&A transactions, including within the private equity sphere, and assists with day-to-day corporate matters. Mugur Filipescu and Marta Popa are key contacts for the department.

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Zamfirescu Racoți & Partners Attorneys at Law (ZRP) - Corporate/M&A Department

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Band 5

第五等

Chambers Commentary (based on the Chambers research)

Anca Danilescu advises clients from the telecommunications and transportation sectors on mergers and acquisitions. She is also particularly active in corporate governance matters, including D&O liability issues and contractual relationships with suppliers and distributors. Her highlights include advising MT Impex on its restructuring and dissolution. Clients report that she is "very fast, extremely good, very engaged and has a strong focus on commercial outcomes," and appreciate her "calmness under pressure, rigour and the high standards she sets for the outcome of every project."

About the Team (content provided by Zamfirescu Racoți & Partners Attorneys at Law (ZRP))

ZRP advises major domestic and international corporations and their constituencies in structuring and executing corporate transactions.

As a part of the day-by-day corporate assistance, we provide overall legal services with respect to corporate governance matters, assisting the company’s shareholders and management during the relevant corporate meetings, drafting the company’s internal policies and implementing the corporate strategies.

Also, ZRP is actively involved in the process of legally structuring, restructuring, operating and controlling commercial companies.

Furthermore, our lawyers are advising major domestic and international corporate clients in private equity transactions, such as shareholders agreements and joint venture structures, as well as in the implementation of sophisticated commercial transactions, or the drafting and negotiation of various commercial agreements.

ZRP has extensive expertise in mergers & acquisitions and joint venture fields. The practice covers specialized competencies such as due diligence of the targeted company, assessment of the transaction’s risks, preparation and negotiation of shares and assets sale - purchase agreements and of sophisticated joint venture agreements, advising with regard to competition related matters, drafting of closing documentation, assistance in relation with post-closing matters (investments plans, restructuring, environment issues).

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Overview

Romanian M&A in 2017

Overview

In spite of an apparently investment-shy 2016, 2017 showed once more that the CEE market and, in particular, the Romanian market, offers immense opportunities for strategic investment consolidation and fresh capital projects.

Against an international background marked by geopolitical unrest the Romanian M&A market flourished in 2017, the level of foreign investment, at least in terms of committed capital, increased significantly and the prospects for 2018 are very encouraging. With the largest GDP growth rate across the European Union, expected to exceed 6% in 2017, and a safe forecast for at least 4% GDP growth in 2018, Romania offers one of the most appealing investment propositions. The optimal environment of the last decade – when the Romanian market proved able to absorb EUR10 billion annually of invested funds in the peak years – looks set to repeat to the benefit of a successful development of the local market. Again, regional and global synergies add up, and the dynamics in the more mature jurisdictions favour the channelling of fresh private capital into the Romanian economy.

From 1 January 2018, Romania will become the lowest tax jurisdiction in the European Union, favouring industrial investment and start-up initiatives equally. The country’s efforts to reform the public sector and advancement of the rule of law are also yielding palpable results in terms of investor confidence and their long-term commitment to the Romanian market.

Key Industries and Top Transactions

Significant transactions, in number and in value, were carried out in 2017 and many are ongoing with a very encouraging projects pipeline for 2018 in virtually all sectors, from industrial to energy, oil and gas, and real estate to agribusiness, but also in the financial sector, banking and capital markets, in IT and telecommunications, healthcare and pharma.

Financial Sector

The financial sector has gone through half a decade of consolidation and restructuring involving banking and non-banking financial institutions, corporate positions as well as transactions with portfolios of non-performing banking assets.

In corporate banking towards the end of 2017, Banca Transilvania signed a deal to acquire Eurobank Group’s Romanian businesses, including Bancpost S.A., ERB Retail Services IFN S.A. and ERB Leasing IFN S.A. Along with the acquisition of Banca Comerciala Carpatica by Patria Bank earlier in 2017 and the consolidation that followed, this rounds up a process of placing more than 80% of Romanian banking assets in the hands of 4-5 major players, with competition from 8-10 small but active, niche-oriented actors.

In recent years, the trading of the non-performing loans portfolio, in terms of both value and volume, has been marked decisively by the completion of the work-out efforts of the Romanian commercial banking sector following the financial turmoil of the last decade. Key transactions in 2016/17 include Banca Comerciala Romana selling a loan portfolio valued at EUR370 million to the Norwegian fund B2 Holding and German entity EOS, Intesa Sanpaolo Bank selling a loan portfolio of EUR287 million to APS, and Eurobank transferring a distressed loan portfolio valued at EUR597 million to IFC and Kruk.

Finally, the services sector related to banking and finance has seen significant moves as well, with Diebold Nixdorf relaunching Romanian operations and Wirecard acquiring Provus Group (a local leader in processing card transactions).

Energy, Oil and Gas

Notable movements took place in all oil, gas and energy sub-sectors. KazmunayGas completed its sale of half of KMG International (owning Rompetrol) to CEFC China Energy Company Limited for USD620-680 million, while OMV consolidated its holding of Petrom (Romanian Oil Company) by acquiring an additional 6.4% stake from Fondul Proprietatea for EUR140 million. In energy distribution, Allianz Capital Partners closed the acquisition of 30% of E.ON. for an estimated EUR185-250 million, while Enel Investment Holding BV purchased 13.6% of Electrica Distributie Muntenia and Enel Energie Muntenia for a value of EUR400 million. Other minority positions in electricity distribution companies were transferred by Fondul Proprietatea.

Real Estate

In 2017 we have seen the true emergence of a maturing real estate market, with long-established players and new entrants rallying for new projects, and also making notable divestment moves. These include new projects by the key investment funds long active in the Romanian market, such as New Europe Property Investments (NEPI), Global Worth and Immofinanz, and also by developers, such as Portland Trust or Skanska. Among the new players gaining prominence one would include, in the category of institutional investors, the Dutch fund Atterbury Europe, certain sovereign funds of Singapore or Qatar, as well as local developers such as Forte Partners and One United Properties.

Investments and new development projects generated transactions adding up to well above EUR1 billion for the entire market, including key deals in the office sector, retail, industrial and also in the residential segment. Highlight deals include the Growpoint Properties acquisition of 27% of Globalworth, in a EUR186 million transaction or NEPI purchasing from Argo Group of the retail park Shopping City Sibiu, with a project value exceeding EUR100 million. Another notable transaction is Iulian Dascălu's sale of 50% of the Iulius Mall business – covering retail centres in Iaşi, Timişoara, Cluj-Napoca and Suceava – to the Dutch investment fund Atterbury Europe for a price exceeding EUR100 million. The office space market has also seen new deals, including in the secondary cities, such as the purchase by Immochan of the Coresi Business Park in Brasov in a transaction nearing EUR50 million, and the recent acquisition of Renault Warehouse Project by Globalworth from Elgan Group.

In the industrial area there were numerous new development and acquisition projects, with a clear consolidation outlook. The key transaction for the sector appears to be that of Sovereign Fund of Singapore acquiring a top regional player –P3 Logistic Parks – holding a key position in the Romanian market, all in a cross-border transaction for a valuation in excess of EUR2.4 billion. Logicor, the other major owner of industrial facilities in Romania, also changed hands last year, with Blackstone selling it to China Investment Corporation.

The successful record EUR500 million bond sale by Globalworth Real Estate Investment Limited in June 2017 is a clear illustration of the Romanian real estate market.

Retail, Food and Agribusiness

Retail, Food and Agribusiness taken together make annually a billion-euro market in terms of investment, mergers and acquisitions.

2017 was no exception, with an ever-increasing trend for investment funds to bet on the growth potential of the Romanian market. This is demonstrated in Mid Europa Partners' investment of more than half a billion euros in the Profi retail chain, and also in the acquisition by Lactalis of the Albalact diary business for more than EUR75 million. Regional transactions also impacted the Romanian market, such as Asahi's acquisition SAB Miller's assets in the Czech Republic, Slovakia, Hungary, Poland and Romania for an aggregate price of EUR7 billion.

IT, Telecoms and Media

IT businesses have been a source of national pride for years. In recent years, big IT corporations and institutional investors have been investing in Romanian IT established businesses and start-ups alike.

It is worth noting the Vitruvian Partners acquisition of a 30% stake in Bitdefender for EUR150 million, Direct One concluding the acquisition of Netcity Telecom with the UTI Group, and Logo Software buying into Totalsoft.

Industries and Services

Significant transactions were successfully implemented across the industries and service sectors, equally involving institutional and strategic investors as well as local entrepreneurs.

Recently, Greenbrier acquired the majority stake in Astra Rail Industries for a price of EUR60 million, Abris Capital purchased the majority stake in a local recycling business for a value of EUR40-50 million, while PPG acquired the Deutek business (chemical pigments) from Axxess Capital for EUR40-50 million. We would add Premier Capital buying the McDonald’s Romania business for some EUR60 million.

Healthcare and pharma deserve a special mention, as the market’s growth continued through 2017 with many deals closing and more underway. As an illustration, the Affidea Group (imagistic services) had just acquired Hiperdia diagnostic centers for a price of EUR50 million, Mid Europa Partners purchased Ponderas Hospitals, while the market leader in private health, Medlife, went successfully public on the Bucharest Stock Exchange.

Trends and Prospects

The Romanian M&A market is expected to flourish in 2018 with long-prepared transactions expected to exceed a billion euros. Indeed, in many sectors consolidation processes have been completed and exit scenarios are being considered, with numerous billion-euro transactions being in an ideal position to close.

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Eminent Practitioner

D&B David si Baias

From the Chambers Global guide

According to clients, Sorin David brings "an impressive academic background, practical perspective and sharpness of mind." He has considerable experience in both corporate advisory and transactional mandates, and is also an eminent figure in the field of competition law. He represented Oresa Ventures in its acquisition of La Fantana from Innova Capital.

^ See whole ranking table

Band 1

Cătălin Băiculescu

Țuca Zbârcea & Asociații

From the Chambers Global guide

Cătălin Băiculescu has an excellent reputation for M&A transactions and privatisations. He is particularly popular among clients from the TMT, FMCG, construction and travel sectors. He also assists with the negotiation of share-purchase agreements and post-acquisition restructurings, and advised Direct One on its takeover of Netcity Infrastructure from UTI Group. Clients particularly highlight his "diplomatic approach and excellent negotiation skills."

^ See whole ranking table

Band 1

Bondoc & Asociatii in alliance with White & Case

From the Chambers Global guide

Lucian Bondoc is particularly popular with clients from the pharmaceutical, retail and energy industries for advice on mergers and acquisitions. Clients enthuse that "his grasp of legal concepts is second to none" and also underline his ability to "help clients to navigate a difficult legal market securely." He is also highly regarded by financial institutions and public entities for commercial operations mandates and investment projects. Notable mandates include assisting Johnson Controls with the spin-off of its Automotive Experience business.

^ See whole ranking table

Band 1

DLA Piper Dinu SCA

From the Chambers Global guide

Marian Dinu is highly sought after by companies in the IT, telecommunications, energy and healthcare sectors. He has considerable experience of M&A transactions, corporate restructurings and privatisations, and also frequently acts for a number of private equity firms. He represented Orkla in its EUR175 million acquisition of Hamé.

^ See whole ranking table

Band 1

PeliFilip

From the Chambers Global guide

Cristina Filip has a strong reputation for M&A and private equity transactions, representing both buyers and sellers, as well as corporate reorganisations. She is particularly active in the energy sector, where she also advises on joint ventures, privatisations and commercial contracts. Of late, she has advised Tiriac Group on the structuring and negotiation of an increase in its shareholding in Allianz-Tiriac Asigurari.

^ See whole ranking table

Band 1

Nestor Nestor Diculescu Kingston Petersen

From the Chambers Global guide

Adriana Gaspar is a leading figure in the Romanian market, with considerable experience of handling corporate governance and corporate fraud matters. She is particularly sought after by clients from the agriculture, TMT and automotive sectors for M&A transactions and corporate restructurings, and frequently acts for private equity investors. Interviewees underline that she is "very experienced" and "very hands-on." Gaspar acted for V4C Eastern Europe Holding on the divestiture of its equity holding in MedLife by way of an IPO.

^ See whole ranking table

Band 1

CMS

From the Chambers Global guide

Horea Popescu has an excellent reputation for advice on M&A transactions and associated regulatory issues. He is highly sought after by clients from the financial services, life sciences, technology and consumer products sectors for advice on acquisitions, divestitures, privatisations and share transfers. Highlights include acting for Commerzbank and Aberdeen Asset Management on the sale of the Construdava office property in Bucharest to AdamAmerica Real Estate.

^ See whole ranking table

Band 1

Costin Tărăcilă

Radu Tărăcilă Pădurari Retevoescu SCA in association with Allen & Overy LLP

From the Chambers Global guide

Clients laud Costin Tărăcilă for being a "results-driven negotiator, a true deal maker and one of the most experienced M&A lawyers in the market." He is a leading figure for M&A transactions and is highly sought after by private equity clients for advice on acquisitions, restructurings and sales of companies. Other clients note that he is "commercially minded and a pleasant personality." He acted for Centrul Medical Unirea on its acquisition of Ponderas Hospital.

^ See whole ranking table

Band 2

Clifford Chance Badea

From the Chambers Global guide

Clients particularly highlight Nadia Badea for her availability. She acts for clients from a range of sectors, such as real estate, energy and healthcare on private equity and M&A transactions, and has latterly acted for Affidea Group on its acquisition of Hiperdia.

^ See whole ranking table

Band 2

Schoenherr si Asociatii SCA

From the Chambers Global guide

Mădălina Neagu advises buy and sell-side clients on takeovers and restructurings. She also acts on privatisation mandates and corporate disputes. Commentators particularly highlight her negotiation skills, as one describes her as "good in negotiations and really knowledgeable about Romanian law," while another reports: "She showed a lot of composure during some heated negotiations."

^ See whole ranking table

Band 2

Suciu Popa

From the Chambers Global guide

According to clients, Miruna Suciu of Suciu Popa is "very strong, knowledgeable and responsive." She acts for a number of financial sector clients on takeovers and M&A transactions, and also provides support in due diligence analysis, privatisations and tender procedures.

^ See whole ranking table

Band 3

Wolf Theiss

From the Chambers Global guide

Ileana Glodeanu represents clients from the energy, TMT and life sciences industries in corporate transactions. Clients like that she is "business-oriented with a problem-solving attitude, and very precise and smart." She acted for Growthpoint Properties on the EUR186.4 million acquisition of a 26.88% stake in Globalworth Real Estate Investments.

^ See whole ranking table

Band 3

Popovici Nițu Stoica & Asociații

From the Chambers Global guide

Florian Nițu has considerable experience in the real estate sector, where he handles both corporate advisory matters and transactions. Clients describe him as "very clever and passionate, and always able to find solutions." He assisted HOCHTIEF Projektentwicklung with the reorganisation of its Romanian subsidiaries.

^ See whole ranking table

Band 3

Reff & Associates

From the Chambers Global guide

Alexandru Reff acts for local entrepreneurs and multinational companies on acquisitions, restructurings and disposals, and has been particularly active in the retail and real estate sectors. Market sources describe him as "a good negotiator." He assisted Agrinatura with an intra-group merger that involved four of its companies.

^ See whole ranking table

Band 3

D&B David si Baias

From the Chambers Global guide

Anda Rojanschi advises clients on the structuring of corporate and real estate deals and assists with post-merger integration matters. She assisted Henkel Romania with the spin-off of its marketing and distribution business to another Henkel group company.

^ See whole ranking table

Band 4

PeliFilip

From the Chambers Global guide

Alexandru Birsan frequently assists clients with all aspects of mergers, acquisitions and disposals. Clients highlight his "proactiveness, expertise and problem-solving abilities." He also has an excellent reputation for financing mandates. Birsan acted for RCS & RDS on the sale of its Czech subsidiary to a Czech utilities and communications company.

^ See whole ranking table

Band 4

Nestor Nestor Diculescu Kingston Petersen

From the Chambers Global guide

Ruxandra Bologa has a strong focus on mandates in the energy and natural resources sector, where she assists clients with joint ventures, mergers and spin-offs, as well as corporate restructurings and corporate governance matters. Clients highlight her "very quick understanding of tasks and clear communication of results." She advised Lantmännen Unibake on its acquisition of the bakery business of GoodMills.

^ See whole ranking table

Band 4

Zamfirescu Racoți & Partners Attorneys at Law (ZRP)

From the Chambers Global guide

Anca Danilescu advises clients from the telecommunications and transportation sectors on mergers and acquisitions. She is also particularly active in corporate governance matters, including D&O liability issues and contractual relationships with suppliers and distributors. Her highlights include advising MT Impex on its restructuring and dissolution. Clients report that she is "very fast, extremely good, very engaged and has a strong focus on commercial outcomes," and appreciate her "calmness under pressure, rigour and the high standards she sets for the outcome of every project."

^ See whole ranking table

Band 4

Schoenherr si Asociatii SCA

From the Chambers Global guide

According to clients, Markus Piuk is "very pleasant to work with and willing to fight for his clients." He acts for clients across South-East Europe on listings, de-listings and takeovers, and is particularly active in the retail, automotive, financial services and oil and gas sectors. Other interviewees single him out for his ability to "comfortably handle difficult negotiations."

^ See whole ranking table

Band 4

Kinstellar SCA

From the Chambers Global guide

According to market sources, Răzvan Popa is "very smart, commercial and quick." He advises clients from the financial services and real estate sectors on M&A transactions and other corporate matters. He represented Arkema in its EUR485 million acquisition of Den Braven from Egeria.

^ See whole ranking table

Band 4

Radu Tărăcilă Pădurari Retevoescu SCA in association with Allen & Overy LLP

From the Chambers Global guide

Mihai Ristici has notable experience advising clients from the financial services sector on corporate transactions. One client describes him as a "very experienced corporate lawyer who is thorough and has excellent legal and business knowledge in all the necessary areas." He assisted Global Finance with its sale of TotalSoft. Another client adds that Ristici has "a good understanding of our business and is always available to help."

^ See whole ranking table

Band 4

Alina Stancu Birsan

PeliFilip

From the Chambers Global guide

Alina Stancu Birsan assists clients from the energy, natural resources and construction sectors with mergers, acquisitions, disposals and privatisations. She acted for Mytilineos Holdings on the restructuring of its Romanian operations.

^ See whole ranking table

Band 4

Bogdan Constantin Stoica

Popovici Nițu Stoica & Asociații

From the Chambers Global guide

According to clients, Bogdan Constantin Stoica is a "win-win negotiator" who is "very friendly and able to explain things to us and the other side in a rational way." He has considerable experience advising domestic and international companies on M&A transactions, and acted for Ameropa Grains on its acquisition of a number of agricultural storage and infrastructure facilities.

^ See whole ranking table

Band 4

Dentons

From the Chambers Global guide

Clients say that Anda Todor is "remarkably knowledgeable" and "provides a market-focused approach to business and a big-picture understanding." She advises clients on M&A transactions and joint ventures, and acted for CEFC China Energy on its acquisition of a majority shareholding in KMG International.

^ See whole ranking table

Band 5

Cătălin Grigorescu

bpv GRIGORESCU ŞTEFĂNICĂ

From the Chambers Global guide

One satisfied client stresses that Cătălin Grigorescu "gives matters a lot of attention and is very willing to come to a good result for the client." He mainly assists companies from the energy sector with corporate transactions, and also advises on corporate finance and insolvency matters. He acted for Dent Estet and its founding shareholder on the sale of a majority stake in the company to MedLife.

^ See whole ranking table

Band 5

Ramona Volciuc-Ionescu

Volciuc-Ionescu

From the Chambers Global guide

Ramona Volciuc-Ionescu heads the corporate practice of Volciuc-Ionescu SCA and advises on mergers and acquisitions in the automotive, energy and healthcare sectors. Clients appreciate that she is a "very sharp person who quickly understands business requirements and is able to translate them into legal solutions." She represented the shareholders of British Foam Group on the sale of their equity interest in the company to Dutch investors by way of a leveraged buyout.

^ See whole ranking table