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Shareholders of Sincanli Tractor have sold their shares to TVH Parts, a Belgian company providing spare parts and accessories for industrial and agricultural equipment. Sincanli Tractor is a supplier of spare parts for tractors and based in Turkiye.
Pekin Bayar Mizrahi advised the selling shareholders with a team led by Senem Golge Yalcin and Gayla Benbanaste who are heavily experienced in M&A and competition. The team was there to offer their services and assist with organized the virtual data room, drafting, negotiating and execution of share purchase agreement and more. The team was able to execute the agreement whilst respecting the interim period obligations and various ancillary documentation amongst others.
Heygaz Biomethane is managed by InfraVia Capital Partner as a portfolio company of funds. They reached an agreement to purchase Ormonde Organics.
Ormonde Organics is a leading Irish Biogas and Biomethane producer which operates two anaerobic digestion plants at Portlaw, County Waterford and Youghal, County Cork in the South of Ireland. They have a total annual production of 60 GWh.
They mostly use the biogas produced to generate renewable electricity. Ormonde Organise management team will be continuing on at the helm with the aims to increase Biomethane production, promote its use in transport and industrial applications.
With this acquisition Heygaz is now entering the Irish market in a leadership role able to leverage the assets strong technical and professional skills to develop new production projects in the country.
Beauchamps LLP worked to advise Ormonde Organics on legal matter as Deloitte Ireland LLP advised on financial matters.
The Rad-x group is specialised in diagnostic imaging including ultrasound, CT and MRI, the company has 24 centres based in Germany and Switzerland. Gilde Healthcare has built up Rad-x since 2016, they are a healthcare investor managing over EUR 2.6 billion across Venture & Growth and private equity.
Gilde Healthcare and other shareholders decided to sell their stake in the Rad-x holding company to a consortium of Swiss Life Asset Managers and Vesper. This will assist RAD-x to continue their growth through substantial plans to expand its footprint in current and new markets which Gilde Healthcare has left a strong foundation for.
CMS Hasge Sigle gave legal advice and support for Swiss Life Asset Managers throughout this deal.
Gilde Healthcare and the selling RAD-x shareholders were provided Belgian law legal advice from the law firm BoldLAW headed by Marijke Roelants.
“BoldLAW is proud to have assisted the shareholders of RAD-x SAS in the sale to Swiss Life Asset Managers and Vesper, highlighting its corporate expertise in complex international transactions and in-depth knowledge of Belgian law. With its pragmatic and client-focused approach, BoldLAW makes a tangible difference in every transaction.”
TIM has completed the sale of 100% of NetCo to Optics Bidco for a value of approximately 22 billion euros. Optics Bidco is a special purpose vehicle controlled by KKR and has issued 12 series of senior secured notes totalling 5.5 billion euros.
The Ministry of Economy and Finance considers this network a strategic asset for Italy leading to a 16% investment. This acquisition was completed with approval from the European Antitrust Authority.
Studio Legale BDL acted as advisor for KKR, on Italian Antitrust issues, throughout this acquisition alongside other firms such as, A&O Shearman and more to complete this transaction.
“The legal due diligence on the going concern sold by TIM required complex teamwork” said Mr. Maurizio Pinnarò; “Perfectly coordinated by KKR, which led all its advisors throughout this challenging transaction. The winning factor was the timeliness of interactions between the Buyer’s advisors”.
The Classified documents case against Donald Trump has been dismissed.
This is a huge win for Donald Trump in the election run up as Presidential candidate just days after the attempt on his life.
When Donald Trump left the Whitehouse in 2021 they later found he was mishandling classified documents taking them with him to his new residence. Falling under the Espionage Act which could have resulted in a prison sentence.
The former President pleaded guilty to all charges despite classified documents being found in his Mar-a-Lago resort in Florida.
It was Judge, Aileen Cannon who dismissed these charges as she ruled that the special counsel who brought the prosecution had been improperly appointed. This violated the Appointments clause of the US constitution as the special counsel appointed, Jack Smith had not been named to his post by the president or confirmed by the Senate.
This meant the court could not move further with this case and this comes at a great time as Donald Trump is set to nominate his choice for Vice-president if their party win the US election.
Jack Smith could appeal this and the Supreme Court could determine the lawfulness of his appointment leading them back to a trial.
Earlier this year Donald Trump was found guilty of fraud with the sentencing trial set for September. Donald Trump's legal complications does not seem to be affecting his election run and now with this victory today he could be seeing a further spike in support.
In the past we have seen political violence growing in numbers as well as supporters and instigators. Over the weekend we heard, what is being considered the most serious assassination attempt on a president or presidential candidate since Ronald Raegan was shot in 1981. The FBI are calling the crime a potential domestic terrorism act.
The suspect, Thomas Matthew Crook was 20 years old using a gun which was registered to his father. He was positioned on the top of a building nearby the rally as Donald Trump was speaking he was shot which grazed his ear leaving him bloody but mostly unharmed. The suspect was shot on the scene and unfortunately has caused the death of one man and left 2 injured.
President Joe Biden has commented on the shooting calling it ‘sick’ and calls for a shift in language being used towards the candidate and condemns any political violence.
Global leaders have spoken out as well sending Mr Trump well wishes and thoughts to the victims of the shooting all reiterating that violence has no place in politics. This includes the Prime minister of England - Keir Starmer, Canadian President - Justin Trudeau, Ukrainian President - Volodymyr Zelensky, French President – Emanuel Macron and many more.
Political violence has grown especially over the past 5 years studies show. Those in politics are at a high risk of a targeted attack similar to the examples below.
Founded in 2005 and with a turnover of €30m, Asenium is a major player in digital transformation worldwide. Asenium specialises in supporting major national and international clients in their digital transformation and is recognised for deploying freelancers skilled in ERP & CRM environments. They have developed their operations over 20 countries since the company’s creation.
The M&A (Aménis Bererhi, partner) and corporate (Emily Grimshaw, partner) teams at Ngo, Jung & Partners, supervised by Grégory Lévy, partner, advised it on its merger with Freeland, the French leader in services for the self-employed.
With this acquisition, the Group is consolidating its position, continuing the diversification and consolidation drive that began in 2019. With projected sales of €450 million in 2024, Freeland is strengthening its position in France and continuing its European and international expansion.
The strategic alliance with Asenium strengthens its added value through new skills and synergies with customers.
Agility Global is a multi-business operator in over 70 countries providing essential services whilst contributing to the economies of the countries. The group included Menzies Holding Limited, Tristar Transport L.L.C. and Agility Logistics Parks.
Agility Public Warehousing Company KSCP has now developed its direct listing on the main market of the Abu Shabi Securities Exchange involving Agility’s subsidiary, Agility Global PLC.
This is a substantial milestone for Agility’s journey toward growth and their strategic goals. The transaction involved the segregation and restructuring of agility’s strategic worldwide assets into agility global. A technical listing of Agility Global on the ADX as well as a in Kind distribution of 49% of the total shares in Agility Global to the shareholders.
Meysan used their expertise in navigating complex legal transactions and its commitment to client success to provide legal counsel to Agility. The team was led by Bader El-Jeaan and Tarek Yehya with Mohammed Abdulwahed, Omar Yousif and Lama Abou Ali offering valuable counsel.
The strategy is to always look for opportunities enhancing shareholders’ value. At this time, a more innovative and creative structure had to be deployed to ensure that all shareholders access the direct benefits of the listing on ADX. This objective had to be achieved through a unique type of divesture of assets where part of the key assets were transferred to the new company to ensure that the company has a value to make it eligible for listing. On the other hand, the shareholders of the company each acquired shares in the listed company as part of the in-kind dividends’ distribution. The distribution value had to be equal at least to the value of the company ready for listing. We have utilised the recorded retaining earnings.
We have to empower individuals to be able to lead their own streams responsibly and seek to put their full skill sets into play.
I think the appeal of the transaction itself is one key driver for motivation in any team. That the team is working on a unique transaction whether in value, exposure and level of complexity are also key drivers. In complex transactions, the stakes are usually very high, and the margin of error is nearly zero. We have to deliver high quality advice around the clock on a very brain power demanding transaction with consistent focus. So I believe what is key is to be sensible as team leader and trust the team members around you with their tasks and level of performance and thinking. We have to empower individuals to be able to lead their own streams responsibly and seek to put their full skill sets into play.
We are lucky at Meysan to be able to build this diversified team with each lawyer equipped with a unique skill set. In a transaction of this scale, I won’t overstate by saying that we had to explore every consideration whether relating to corporate, capital markets requirements, merger-control regulations, spinoffs and divesture structures, adding to it, stakeholders’ exposure, fiduciary duties and so many other liability concerns. So, a full team of experienced lawyers from different practices came together to deliver the outcome.
Bader Al Jeaan – Managing Partner – managed the structuring of the transaction and the relationship with key government stakeholders
Tarek Yehya – Partner (Capital Markets) – led the team working on the transaction and advised on all capital markets and corporate aspects
Mohammed Abdulwahed – Senior Counsel (Disputes) – advised on potential liability and risks pertaining to the transaction and prepared defense’s and contingency plans
Lama Abou Ali – Counsel (Capital Markets) – led key streams including corporate governance and approvals, regulatory compliance and approvals, drafting of the transaction documents, advising on risks and mitigation actions pertaining to the transaction and assisting the client with the implementation steps
Omar Youssef – Counsel (Disputes) – advised on potential liability and risks pertaining to the transaction and prepared defense’s and contingency plans
Our law firm was uniquely qualified to handle this transaction for a number of reasons and factors: firstly, our extensive experience in handling complex cross-border transactions involving intricate local regulatory requirements, particularly in the sectors relevant to this transaction; secondly, the team who worked on this transaction is composed of experts who specialise in local and regional capital markets, restructuring, regulatory compliance, corporate, and other sophisticated fields, add to that our longstanding familiarity with Agility’s business, having been our first and oldest client. The trust Agility places in us, coupled with our presence in both Kuwait and the UAE and the work alongside the experienced team of White&Case who brought in their skills, knowledge and know-how, enabled us to manage the transaction effectively in the two key markets affected. Further, we offer a unique blend of legal knowledge, industry knowledge, and strategic thinking that enabled us to adopt a strategic approach, anticipating risks and implementing robust mitigation actions, ensuring we could adapt to the dynamic nature of the transaction. This combination of legal expertise, strategic insight, proactive approach and regional presence, combined with a track record of successful listings, positioned us as a trusted partner to Agility capable of delivering exceptional results and leading this transaction to successful fruition.
The trust Agility places in us, coupled with our presence in both Kuwait and the UAE and the work alongside the experienced team of White&Case who brought in their skills, knowledge and know-how, enabled us to manage the transaction effectively in the two key markets affected.
Each case requires a tailored approach due to the distinct legal, regulatory, and business contexts involved. For example, public IPOs demand in-depth knowledge of securities regulations and investor relations, while joint ventures require a deep understanding of partnership dynamics and contractual nuances. When dealing with cross-border restructurings, our skills in international law, local regulations, and cultural nuances become crucial. These cases often involve complex negotiations with multiple stakeholders, including foreign governments, creditors, advisors and employees. While assisting our clients with debt restructuring requires comprehensive knowledge of insolvency laws, creditor negotiations, and financial restructuring strategies. Some clients continuously teach us to come up with the most unconventional legal solutions and push our legal horizons to find legal workarounds for some of the most complex issues, to cater for the evolving business landscapes and industry-specific challenges they face. This ongoing learning process enriches our expertise and enhances our ability to provide bespoke tailored and effective legal solutions that align with our clients' strategic goals.
This transaction was one of the most – if not the most – challenging deal we have worked on. The structure of the transaction has changed numerous times in the process, and so did the contemplated listing venue and naturally the jurisdiction and sets of law involved, which presented different challenges and surprises each time. Regulatory challenges were at the forefront; they required us to adjust the transaction’s compliance framework and timing strategies. We faced unexpected hurdles in navigating the approvals’ process and had to unthread each of these challenges in a timely manner and come up with the most innovative solutions. These challenges necessitated swift adaptation and strategic adjustments, highlighting the importance of thorough preparation, continuous monitoring of regulatory requirements, and maintaining flexibility to respond to evolving circumstances. Our aim throughout was to ensure the best outcomes for Agility while also safeguarding the interests of the shareholders and fiduciary duties of its board members. Our ability to anticipate potential issues and devise innovative solutions was crucial in overcoming these obstacles and ensuring a successful listing.
The listing of Agility Global PLC on the ADX was part of a strategic initiative to restructure Agility’s assets and facilitate its emergence in other GCC markets, enhancing shareholders’ value. We initiated the process with an extensive due diligence review. This was followed by the preparation of a note on the legal risks and mitigation actions pertaining to the transaction and a detailed step plan on the preparatory work and the detailed steps required in all jurisdictions involved to reach successful closing. There were periods where we had several daily alignment calls with various teams of the clients, working together on numerous streams in parallel. We also played the role of coordinating with the regulatory authorities, preparing all required corporate approvals, advising on corporate governance related to the transaction, notably from a Kuwait corporate law and capital markets perspective, including the necessary disclosures, documents and applications. Our team collaborated closely with the client’s various teams, investment advisors, and regulatory bodies to facilitate a smooth and efficient listing process on ADX. One of the biggest challenges was to ensure that Agility’s shareholders will have NINs (National Investor Number) issued by ADX in place at the time of listing of Agility Global’s shares to be able to receive their shares in a timely manner; this required a lot of preparation and coordination with Markaz Financial Center in Kuwait and First Abu Dhabi Bank in the UAE, who facilitated the obtainment of NINs by Agility’s shareholders. For those shareholders’ who did not have NINs in place at the time of listing, a foundation structure was established in the ADGM to hold the shares on their behalf while they obtain their NINs. Key elements of this transaction included robust risk management strategies, communication with shareholders, coordination with all stakeholders and other external advisors, transparency and timely disclosures before concerned authorities and strategic timing to leverage favorable market conditions. Our coordinated efforts and strategic planning were pivotal in bringing this listing to fruition successfully.
Our aim throughout was to ensure the best outcomes for Agility while also safeguarding the interests of the shareholders and fiduciary duties of its board members.
This transaction is a critical and structural milestone for Agility and its shareholders. By listing and distributing the shares to Agility’s shareholders, Agility Global PLC now listed on ADX and its businesses will benefit from the attractive ADX venue with potential for further value creation and access to a broader investor base and will benefit from access to new capital markets which surely support its growth plans and open horizons for new opportunities in the GCC and beyond. After the transaction, Agility Public Warehousing Company KSCP will become a specialised and Kuwait centric company, with a focused and streamlined organisation to deliver its strategy and support Kuwait growth. The in-kind distribution has allowed all Agility’s shareholders to own shares of both Agility Global PLC and Agility Public Warehousing Company KSCP, enabling them to benefit from both opportunities and growth path while diversifying risks. With increased capital and public visibility, Agility is well-positioned to drive innovation, attract top talent, and expand its operational footprint, ensuring sustained growth and multiplied shareholders’ value.
Our support for Agility extends well beyond this transaction. We provide ongoing strategic legal advisory services to Agility to ensure continued compliance with laws and regulations. Our team is dedicated to helping Agility navigate post-listing obligations. Additionally, we offer guidance and advice on daily business strategic decisions. Our commitment is to be a long-term partner for the entire Agility group, offering assistance in corporate structuring, governance frameworks, contractual arrangements, and regulatory compliance across various jurisdictions, supporting Agility’s sustained success and helping them achieve their strategic objectives through comprehensive and proactive legal support in the MENA region through Meysan’s various offices.
Wolf Eyewear acquires White Optics creating one of the UK’s most prominent independent eyewear suppliers.
Wolf Eyewear is a family run eyewear designer, known for their colourful frames producing five different ranges for all ages. Their products are sold mainly in the UK but through distribution outlets they also sell in the US, Italy, Australia and New Zealand.
White Optics are based in Peterlee, County Durham and the acquisition was backed by debt funding from Frontier Development Capital (FDC) to allow both companies to offer bulk products at a wide range of prices to suit every budget.
They will continue to operate as two separate companies under their existing brands.
Wolf Eyewear had legal advice throughout their acquisition from Greenwoods Legal LLP, a law firm based in London, Cambridge and Peterborough. The legal team consisted of Stephen Jarvis, Francesca Jus-Burke and Isobel Ryan-Dalton. They worked on negotiating the share purchase agreement and ancillary documentation whilst also maintaining Wolf’s relationship with the sellers and FDC.
Francesca Jus-Burke, Greenwoods’ Managing Associate advising on the deal said:
“The acquisition was an important step in the growth of the Wolf Eyewear brand, and I am pleased to have supported and assisted them on this journey.”
Stephen Jarvis, Partner and Head of Greenwoods’ Corporate & Commercial team, said:
“Successfully closing this deal was truly a team effort, showing the dedication, collaboration and expertise of everyone involved.”
As a trustee of a Self-Managed Super Fund (SMSF), understanding the financial statements of your fund is crucial. Here’s how you can navigate these documents, ensuring you can make informed decisions for your fund's management and compliance.
The balance sheet provides a snapshot of your SMSF's financial health at a specific point in time. It includes assets, liabilities, and member balances. Looking into the cost of SMSF financial statements can help you budget effectively and ensure that your fund’s administrative expenses are kept in check, ultimately contributing to the overall financial health and compliance of your SMSF. Assets typically encompass investments, cash holdings, and property, while liabilities cover any debts the fund owes. Member balances reflect the individual entitlements of each member. As a trustee, you need to ensure that the assets are accurately valued and that liabilities are correctly reported to maintain a true and fair view of the fund's financial position.
Accurately valuing assets is essential for providing a true representation of the fund's financial status. Regularly revaluing investments, especially those subject to market fluctuations, ensures that the balance sheet reflects current market conditions. This process helps you make informed decisions about asset allocation, diversification, and potential liquidation to meet the fund's financial obligations or investment goals.
Properly reporting liabilities ensures that the balance sheet accurately reflects the fund’s debts and obligations. This includes not only loans but also any pending payments or obligations that the fund must meet. By keeping a close eye on liabilities, you can manage the fund’s debt levels effectively, avoiding excessive leverage that could jeopardize the fund’s stability and ensuring that the SMSF remains solvent and compliant with regulatory requirements.
The income statement, or profit and loss statement, details the fund’s income and expenses over a financial year. This includes income from investments like dividends and interest, as well as any capital gains or losses.
Expenses might include management fees, accounting fees, and insurance premiums. Understanding this statement allows you to track the performance of your SMSF and make necessary adjustments to the investment strategy to optimize returns.
The statement of cash flows outlines the cash inflows and outflows within the SMSF during a financial year. It is divided into three sections: operating activities, investing activities, and financing activities. Operating activities include contributions received and benefits paid out, while investing activities cover the purchase and sale of investments. Financing activities might involve borrowing or repaying loans. Monitoring cash flow is vital to ensure that your SMSF can meet its short-term obligations and avoid liquidity issues.
This section details the day-to-day transactions that affect cash flow, such as member contributions, pension payments, and other expenses. Positive cash flow from operating activities indicates that the SMSF is generating enough cash to cover its routine expenses. Regularly reviewing this section helps you understand the fund's core financial health and ensures that it can meet its immediate financial commitments without relying on selling investments or borrowing funds.
Investing activities reflect the SMSF's long-term strategy and involve cash spent on acquiring investments and cash received from selling them. Positive cash flow in this section typically indicates that the SMSF is divesting assets, which could be a sign of realizing gains or rebalancing the portfolio. Conversely, negative cash flow suggests active investment in new opportunities, aiming for future growth. Analyzing this section helps you gauge whether the fund's investment strategy aligns with its long-term financial goals.
This part of the cash flow statement includes transactions related to the fund's capital structure, such as borrowing funds or repaying loans. Understanding cash flows from financing activities is crucial if your SMSF engages in leveraging strategies.
Positive cash flow might indicate new borrowings to invest in assets, while negative cash flow signifies repayments, which can affect the fund’s liquidity. Keeping track of these activities ensures that your fund maintains a balanced approach to leveraging without compromising its ability to meet other financial obligations.
The notes to the financial statements provide essential details that supplement the information in the primary statements. These notes explain the accounting policies used, detail any contingencies and commitments, and disclose related party transactions. As a trustee, you need to review these notes carefully to understand the full context of the financial data. They can reveal significant information about the fund’s operations and financial position that might not be immediately apparent from the statements alone.
Image source: https://unsplash.com/photos/eyeglasses-on-book-beside-laptop-sNwnjxm8eTY
Being well-versed in SMSF financial statements empowers you as a trustee to oversee your fund effectively. The balance sheet gives you a snapshot of financial health, the income statement tracks performance, the statement of cash flows monitors liquidity, and the notes provide additional insights. With this knowledge, you can ensure your SMSF remains compliant and strategically positioned for growth.
