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Mergers & Acquisitions (M&A)

PRIMUS has a strong team of internationally recognised practitioners in the legal field of mergers and acquisitions. We assist our clients with making and implementing decisions and transactions related to business changes of particular significance.

We are committed to providing comprehensive legal assistance not only with transacting regular mergers and acquisitions, but also with matters related to de-mergers, company restructuring, and joint undertakings.

We provide all-inclusive legal services to national and international clients in structuring and implementing complex public and private sector mergers and acquisitions (including cross-border transactions) aimed at the sale or purchase of companies operating in different industrial sectors, or holdings in such companies.

Our work experience also encompasses the implementation of changes in the shareholding structure of startups in the IT and regulated sectors (e.g., FinTech), whereby funding and investment is provided by angel investors and venture capital funds.

Legal services:

  • coordinating and implementing transactions start to finish (from the selection of a transactional structure onwards);
  • implementing wide-ranging and comprehensive due diligence (including the provision of reports indicating the company’s legal condition and level of compliance with applicable regulations), thereby facilitating our clients’ decision-making process moving forward;
  • drafting of all documentation related to such transactions (contracts, etc.);
  • providing legal advice to and representing clients (business owners, buyers) in all transactional stages and negotiations with opponents, as well as in relations with other natural and legal entities, including public and municipal authorities and institutions (e.g., regarding the obtainment of necessary permits from supervisory authorities, etc.).

Major projects:

  • We have implemented comprehensive due diligence of companies incorporated in Lithuania that belong to one of the biggest and most advanced grain processing and pasta manufacturing groups in the Baltics, thereby assisting them with a planned transfer of the majority holding thereof. We have represented our clients in relations with supervisory authorities regarding the obtainment of permits required for implementing the above transaction.
  • We have successfully represented one of the Baltic region’s leading warehouse logistics and international haulage companies in the process of expanding its business in Lithuania (purchasing majority holding in a company incorporated in Lithuania and owned by competitors). We have accompanied the client in this process from start to finish. We have represented the client’s interests in strategic negotiations regarding the purchase, arranged the transactional structure and drafted all necessary documentation, and provided legal advice on regulatory and other transaction-related matters.
  • We have provided assistance to one of Europe’s biggest and most innovative construction materials production groups with changing its shareholder structure in order to transfer the holdings of the group’s companies.
  • We have represented a number of venture capital funds (repeat customers) and assisted them with implementing acquisitions necessary for them, jointly with angel investors, to invest in and become shareholders of innovative startups in the IT and regulated sectors, which required the application of a variety of legal instruments. Legal assistance included the performance of due diligence of the respective startups, addressing identified deficiencies, selecting legal instruments appropriate for the required investment procedures, and the structuring and implementation of purchase transactions (coordinating the contract stipulations and interests of the contractual parties, drafting the documentation necessary for implementing the transactions, etc.).
  • We have provided legal advice to a leading Central and Eastern European insurance brokerage in becoming the major shareholder of one of Lithuania’s biggest insurance companies. We have represented the client in complex negotiations with current shareholders (which remained within the company’s shareholding structure after the purchase) regarding purchase conditions and shareholding contract provisions. We have performed due diligence of an insurance brokerage subject to special requirements. We have drafted all of the purchase documentation and shareholding contract. We have represented the client before supervisory authorities and provided legal advice on, and assistance with, other matters arising during the all the stages of the transaction.

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The law firm PRIMUS Legal Advisors operates as Noewe Legal from December 2023, continuing its services in Lithuania, Latvia & Estonia

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in the meantime, please read about our new chapter in the press release