On May 25, 2023, CEE Legal Matters reported that Hristov & Partners had advised e-commerce-focused digital company Aiopsgroup on its sale to IT development and services tech group Valantic. CEELM reached out to Hristov & Partners Partner Pavel Hristov to learn more about the deal.
CEELM: At what stage did Hristov & Partners become involved and what do you believe won you the mandate?
Hristov: In November 2021, at the very beginning, before the start of the sale process. The founders wanted to work with a firm with a solid experience and track record in cross-border M&A plus expertise in the technology sector, and likable lawyers.
CEELM: What was your mandate, specifically?
Hristov: We acted on all aspects of the sale process and the preparation and execution of the transaction from a sell-side perspective. We advised, among others, on pending legal issues (for instance, the review, protection, and registration of IP rights), negotiations of the NDAs and term sheets, dealt with the bidders' questions during due diligence, negotiation of the definitive transaction documents including the management and employment agreements of the core team, and the closing formalities.
CEELM: What was, in your view, the most complex aspect of the deal from a legal perspective?
Hristov: This was a classic cross-border transaction involving several jurisdictions (Bulgaria, Germany, India, and Serbia), with multiple legal advisers involved. The complexity was due to the multilayered deal structure – the formation of a joint venture, the entry into a share purchase agreement and a shareholders' agreement governed by different laws, and the overall target group restructuring conducted simultaneously in Bulgaria, India, and Serbia – all done with no or only negligible disruption of the target group's high-growth business operations.
CEELM: On the flip side, what do you feel went particularly smoothly?
Hristov: The credit goes to the parties who realized, early in the process, how their potential business combination would elevate their joint business to an entirely new level. Then they made it crystally clear to us, their advisers, what their expectations were and what they would expect us to deliver. And we did, thanks to the professionalism and collegiality of all firms and lawyers involved: Boyanov & Co, Heuking Kuhn, BDK, and Spectrum Legal on the buy-side, and Hogan Lovells, the Legal Advisory Group, and ourselves on the sell-side.