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Gleiss Lutz Advises Sistema JSFC on Joint Venture with Fresenius Kabi and Zenitco Finance Management

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Gleiss Lutz advised Sistema JSFC on its joint venture with Fresenius Kabi to establish a pharmaceuticals joint venture for operations in Russia and the CIS.

The joint venture will combine 100% of Binnopharm group, today held by Sistema and Zenitco, and 100% of Fresenius Kabi's Russian and CIS business. Fresenius Kabi will hold 51% in the new company, while Sistema and Zenitco will own 37% and 12%, respectively. According to Gleiss Lutz, the transaction is subject to regulatory and antitrust approvals, including from the Russian Federal Antimonopoly Service and the Government Commission on Monitoring Foreign Investments. 

Sistema JSFC is the largest publicly-traded diversified holding company in Russia and the CIS. Fresenius Kabi is a German pharmaceutical company which is part of the Fresenius SE & Co global health care group and Zenitco Finance Management. Fresenius Kabi entered the Russian market in 1994 and is one of the global leaders in segments of clinical nutrition and I.V. drugs.  Binnopharm is a Russian manufacturer and distributor of I.V. drugs, infusion solutions, and active pharmaceutical ingredients. Located in the Moscow area, Binnopharm has two manufacturing facilities and more than 350 employees. The joint venture is designed to combine Fresenius Kabi's portfolio of products and its extensive marketing expertise with Binnopharm's local production and distribution facilities.  

Gleiss Lutz provided Sistema with advice on all aspects of the transaction. The Gleiss Lutz team was led by Partner Cornelia Topf and included Partner Stefan Mayer. Other lawyers working on the deal were Martin Viciano-Gofferje, Maximilian von Mangoldt, Carsten Walter, Alexander Molle, Herwig Lux, Moritz Holm-Hadulla, and Patrick Steinhausen.

Gleiss Lutz advised Sistema together with a team from Akin Gump's Moscow office, which was led by Partner Varun Gupta and Counsel Anthony Walker. Counsel Pavel Savitsky of the Borenius law firm also advised Sistema on Russian IP law.