Corporate and M&A

Corporate and M&AWe provide advice in all the key areas of corporate law. Our team possesses a mixture of national and international qualifications and vast experience in corporate transactions. Our lawyers combine their knowledge of the Slovak market with a clear understanding of the requirements and expectations of global companies and investors. They are expertly skilled to support transactions from start to finish - from due diligence, preparation of transaction and other related documents, through negotiations to closure and post-transaction legal requirements. Our service includes advice on day-to-day corporate management. Our lawyers are members of cross-border teams operating within the CMS organisation of firms for the purpose of managing multinational transactions and advising on matters linked to multiple jurisdictions.

The team has advised on major M&A transactions in the CEE region during the past years.

Our recent work highlights

European American Investment Bank — Advised the independent Austrian private bank on the sale of shares and assets of Shipyards Komárno, the only

major shipbuilder in Slovakia. The advice included the drafting of a share purchase agreement, assets purchase agreement, pledge agreement and other related agreements.

Slovak Telekom — Advised Slovak Telekom on its merger with its subsidiary, T-Mobile Slovensko, a.s. (“T-Mobile”). Before the merger,

T-Mobile and Slovak Telecom were, respectively, the second and the third telecoms operators in Slovakia; T-Mobile providing mobile services and Slovak Telekom fixed-line. We advised both companies on the merger which created the largest telecoms company in the country – both companies had pre-merger revenues of approximately half a billion Euros per annum each.

Slovak Telekom and T-Mobile Czech Republic — Advised on the potential acquisition of leading Czech and Slovak satellite TV and internet platform (the name is

currently confidential). We have been involved in the preparation and review of all due diligence and transaction documents relating to the acquisition, including potential structure of a new joint venture.

Advent International’s €188m acquisition of Provimi — We advised private equity firm on its acquisition of Provimi. The enterprise value of Provimi was €188 million with

Provimi being the third-largest producer of private label wet and dry pet food in Europe. The acquisition was cross-border, involving CMS lawyers from the Czech Republic, France, Hungary, the Netherlands, Poland, Romania, Russia, Slovakia and the UK. Work included extensive due diligence, and transactional and debt financing advice.

Siemens — Advised the Siemens subsidiary OSRAM on all aspects of its cross-border merger of a Slovak joint-stock company

(which was to be the successor company) and its subsidiaries in Hungary and Austria. Working with CMS offices in Budapest and Vienna, we advised on all the necessary registration requirements in the three countries along with all aspects of the corporate structure created in Slovakia for the successor company. Our Bratislava office coordinated this deal and the activities of the Vienna and Budapest teams.

Diners Club — Advised on the cross-border merger of its two affiliates in Bratislava and Prague. The Slovak affiliate is the ongoing

legal successor company and the Czech company has now ceased to exist. Our advice included an analysis of all commercial legal steps required in both countries, the drafting of all corporate resolutions and documents to effect the merger, and completion of all jurisdictional procedural requirements.

Metlife — Advised Metlife, the largest life insurer in the US, on the Slovak aspects of its acquisition of the worldwide life

insurance business of Alico (American Life Insurance Co) in a deal worth some US$15bn. It involved aspects of corporate finance, mergers and acquisitions, tax, compensation, benefits and employment and insurance regulatory.

JESS — We advised on on the establisment of JESS, a joint venture of the state owned JAVYS and the leading Central

European Energy Company ČEZ, and we continue to advise JESS with the development of the Euro 4 – 6 billion nuclear power plant being built at Jaslovské Bohunice, Slovakia.

bauMax SR / P.V.N. BRATISLAVA — Advised on the merger of a subsidiary bauMax into PVN Bratislava, drafting the merger documents and managing

the merger process. This transaction was part of the restructuring process of the whole group. — We continue to advise BaumMAX and we also supported them throughout the development of their megastore

chain in Slovakia, Czech Republic, Slovakia and Croatia.

Synlab Services — We continue to advise the client on its corporate activities and in 2011 we provided legal advice to its Synlab

subsidiary, a laboratory services provider, on the intra-group sale of an interest in LABTECH s.r.o., a leading chemical and scientific analysis provider. We advised the client on all aspects of the sale.

The corporate team demonstrates an impressive array of skills and talents.

Clients according to Chambers Europe 2012

2 | Corporate and M&A 3

Competitors say Ružička Csekes’ recent merger gives it the headcount to take on the biggest corporate transactions, and clients appreciate its flexibility and professionalism.

IFLR 1000, 2011

For more information please visit our website at www.rc-cms.sk

Ružička Csekes s.r.o. is closely aligned with the CMS organisation of European law firms although it and those constituent law firms are separate and distinct legal entities.

Ružička Csekes s.r.o. is registered with the Commercial Register of the District Court Bratislava I, section Sro, file no. 58431/B, Id. No.: 36 863 360 and registered with the Slovak Bar Association.

Registered office of the company: Vysoká 2/B, 811 06 Bratislava, Slovak Republic. CMS and the C’M’S’ logo are registered trademarks of CMS Legal Services EEIG, a German European Economic Interest Grouping, which coordinates an organisation of independent member firms. Seewww.cmslegal.com for further details.

CMS offices and associated offices: Amsterdam, Berlin, Brussels, Lisbon, London, Madrid, Paris, Rome, Vienna, Zurich, Aberdeen, Algiers, Antwerp,Arnhem, Beijing, Belgrade, Bratislava, Bristol, Bucharest, Budapest, Beunos Aires, Casablanca, Cologne, Dresden, Duesseldorf, Edinburgh,Frankfurt, Hamburg, Kyiv, Leipzig, Ljubljana, Luxembourg, Lyon, Marbella, Milan, Montevideo, Moscow, Munich, Prague, Rio de Janeiro,Sao Paulo, Sarajevo, Seville, Shanghai, Sofi a, Strasbourg, Stuttgart, Tirana, Utrecht, Warsaw and Zagreb.

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