The Deal: In July of 2016, CEE Legal Matters reported that Oppenheim had advised the Messer Group GmbH, a German supplier of industrial gases, on its acquisition of the Hungarian subsidiary of France’s Air Liquide. CHSH Dezso es Tarsai advised Air Liquide on the deal.
Oppenheim Partner Ivan Bartal agreed to share insight into the deal with us.
CEELM: How did Oppenheim become involved with the Messer Group on this matter? Why and when were you selected as external counsel initially?
I.B.: Oppenheim’s antitrust group was approached by Messer in late 2014 to provide them with an initial antitrust/merger control assessment of an envisaged transaction on the Hungarian market.
CEELM: What, exactly, was the initial mandate when you were retained for this project (as compared to the final result)?
I.B.: Initially, it was Oppenheim’s antitrust practice group which acted as the “gatekeeper” for the matter. The reason for this is that we were entrusted with assisting Messer in the evaluation of the (then merely envisaged!) transaction from a competition law perspective: A key issue was whether we saw an opportunity to get the transaction cleared by the Hungarian Competition Authority (HCA). Given the special features of the Hungarian industrial gas markets (with more than 14 (!) separate product markets reviewed by the HCA) this appeared indeed a challenging task. After several rounds of discussions with Messer we gained a much deeper insight into the way these markets worked and – together with a renowned competition-economist team – we were convinced that it was possible to meet this challenge.
CEELM: Who were the members of your team, and what were their individual responsibilities?
I.B.: Our antitrust team – consisting of Partners Gabor Fejes and Zoltan Marosi and Senior Associate Lia Scheuer-Szabo – was involved initially. Then our corporate team (headed by me, along with fellow Partner Jozsef Fenyvesi, and including Senior Associate Barna Fazekas) did the due diligence part and assisted Messer in various rounds of negotiations.
CEELM: How was the agreement structured?
I.B.: The agreement was structured as a share sale and purchase for all the shares of the target company in Hungary.
CEELM: What was the most challenging or frustrating part of the process?
I.B.: Closing required the fulfilment of various conditions precedent, including the approval by the HCA. Our competition lawyers led Messer through a complex, two-phase process, which lasted for almost ten months and entailed various rounds of discussions and the submission of volumes of economic and legal argumentation for the merger. Although the process went very smoothly, the duration of the HCA’s investigation meant a challenge for both the legal and the business teams, especially on the side of Messer, which was eager to see their merger agreement finally come into life. A further challenge was that in addition to approval by the HCA, further competition approvals from additional countries (such as Serbia and Albania) were also required and also had to be dealt with. With these approvals obtained, the transaction met its successful closing in June 2016.
CEELM: Was there any part of the process that was unusually or unexpectedly smooth or easy?
I.B.: Although (as we mentioned) the merger control process before the HCA indeed required considerable time, the discussions with the HCA officials were always conducted in a smooth, cooperative, and professional manner.
CEELM: Did the final result match your initial mandate, or did it change or transform somehow from what was initially anticipated?
I.B.: The final result was very much in line with the initial mandate.
CEELM: What individuals at the Messer Group directed you – and how would you describe your working relationship with them?
I.B.: We were particularly impressed by Messer Hungary’s extremely open and friendly CEO, Zsolt Bohner, as well as Messer HQ’s excellent in-house legal team, including Tobias Dietrich and Carsten Knecht.
CEELM: How would you describe the working relationship with your counterparts at CHSH on the deal?
I.B.: CHSH had a very capable and cooperative team, which was very good to work with.
CEELM: And how would you describe the significance of the deal to your clients, to Hungary, and/or to CEE?
I.B.: The deal was one of Oppenheim’s key deals for 2015/2016 – as an antitrust lawyer, it was especially remarkable that we were able to work closely together with our friends in the CEE region on merger notifications (and thus provide an easy one-stop shop for our client).
This Article was originally published in Issue 4.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.