Sorainen has advised Nordea on the October 1, 2017 combination of its Baltic operations with those of DNB to create Luminor. The firm describes the deal as "the largest transaction of combination of operations in the history of the Baltic financial markets."
Nordea, the largest financial services group in northern Europe, and DNB, Norway’s largest financial services group, completed the combination of their banking, leasing, and pensions businesses in Estonia, Latvia, and Lithuania to create a new banking group — Luminor — which Sorainen describes as having "a leading local market position and strong Nordic roots."
Sorainen advises Nordea on Estonian, Latvian, and Lithuanian law throughout the transaction, starting from planning and transaction structuring and lasting through to signing, regulatory approvals, and closing. Approval was obtained from the European Central Bank for the changed shareholder structure of the merged banks in the Baltics, as well as from the European Commission under merger control rules and the Baltic financial supervision authorities on regulatory aspects of the transaction.
The pan-Baltic Sorainen team was led by Partner Rudolfs Engelis and Senior Associates Daiva Liubomirskiene, Jane Eespold, Santa Rubina, and Jurgita Nikita. Other Sorainen lawyers working on the deal included, from Lithuania, Partner Tomas Kontautas, Counsel Augustas Klezys, Mantas Petkevicius, and Stasys Drazdauskas, Senior Associate Evaldas Dudonis, Associates Lina Ragainyte, Inga Macijauskaite, Laura Ryzgelyte, and Urte Armonaite; from Latvia, Senior Associates Inese Heinacka, Zane Paeglite, Janis Bite, Andris Taurins, Aija Lasmane, and Andis Burkevics, Associates Edvins Draba, Agneta Rumpa, Natalija Sestakova, Marika Grunte, Martins Rudzitis, and Alina Kalvisa; and from Estonia, Partners Reimo Hammerberg and Kaupo Lepasepp, Senior Associates Piibe Lehtsaar, Piret Lappert, Juulika Aavik, Kaido Kunnapas and Katlin Hein, Associates Kadi Sink, Anneli Krunks, Cathriin Torop, Olivia Kranich, and Hanna Pahk, and Legal Assistant Oliver Amarik, among others.
Editor's Note: After this article was published, CEE Legal Matters learned that Cobalt had advised DNB on the deal.
On January 3, 2019, Cobalt announced that "on 2 January 2019 Luminor completed its pan-Baltic merger and will continue its operations in all Baltic countries via Luminor Bank AS registered in Estonia and its branches in Latvia and Lithuania."
According to the firm, "the cross-border merger agreement was signed on 29 March 2018, and Luminor received the final merger approval from the European Central Bank on 28 June 2018 as reported by CEE Legal Matters on July 12, 2018. The cross-border merger, initiated on 1 October 2017, is the final stage of activities that combine DNB´s and Nordea´s Baltic operations."
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