Iconic lifestyle brand Birkenstock Group has sold its entire business to L Catterton, the largest global consumer-focused private equity firm, backed by Financière Agache, the holding of the Arnault family, shareholder with a significant interest in LVMH. Owners Christian and Alex Birkenstock remain involved in the new Birkenstock Group. The transaction value was not disclosed but the transaction ranks among the biggest transactions in Germany this year.

As reported in The Guardian, Christian and Alex Birkenstock said: “For the next 250 years we need partners sharing the same strategic and long-term vision as the Birkenstock family. In L Catterton and Financiè re Agache, we have found those partners. They bring both a deep understanding of the details of a manufacturing business that is all about quality and a respect for brands with a long heritage like ours. We look forward to taking the next steps with our partners and carrying our family business into an even brighter future.”

Santivañez Abogados has advised Anglo American on an agreement of 187 MW with Engie Energía Perú to provide 100% renewable energy for the Quellaveco copper operation in Peru, which is expected to begin production in 2022. With this agreement, Anglo American has reached its commitment to source 100% renewable energy for all of its operations in Brazil, Chile and Peru.

Tom McCulley, CEO of Anglo American in Peru, said: “Copper has such an important role to play in enabling the global transition to a low carbon economy, so it is important for Anglo American’s new world-class copper mine in Peru – Quellaveco – to lead the way by minimising its own carbon and broader environmental footprint.”

OMR (Online Marketing Rockstars) announced the establishment and operation of a new vaccination centre located in Hamburg, set to be the biggest such centre in Germany. Blomstein and Weisner Partner advised OMR on the deal.

OMR, primarily an organiser of large-scale festivals and fairs, is currently responsible for handling all operations in Hamburg’s only vaccination centre. Among other things, OMR is coordinating all service offers and the work of the security companies involved.

The Blomstein team included partner Roland M Stein and associate Leonard von Rummel.

The Weisner Partner team was led by Dominik Heimberg.

Hydro66 Holdings Corp. (CSE: SIX) (the “Company” or “Hydro66“) announced the Company entered into a letter of intent for the sale of its assets including the Data Center in Sweden held in Hydro66 UK Limited and its subsidiaries, Hydro Svenska and Hydro Svenska Services, to Northern Data AG (“Northern Data“) (XETRA: NB2) for €4m in cash and €21m in shares of Northern Data. The shares to be received in connection with the proposed transaction will be subject to resale restrictions for a 24 month period following the completion of the proposed transaction. Hydro66 will retain its Megamining Limited subsidiary.

David Rowe, CEO of Hydro66, said, “Incorporating Hydro66’s assets, expertise and expansion capability into Northern Data’s plans is a win for both parties. Aroosh continues to create huge value for Northern Data shareholders through a series of astute moves and I believe this proposed transaction will benefit both parties in delivering shareholder value.”

STUDIO QUANTA – Commercialisti Associati assisted Taglini Group Srl in the acquisition by Gualapack S.p.A. of its majority share, in order to complete the transfer of the control share of Easysnap Technology Srl, a worldwide renowned single-dose packaging company. The investment aims to accelerate its international growth, complete the innovation process and improve its commitment to sustainability. Andrea Taglini will retain his role as CEO of EasySnap Technology.

Studio Quanta staff, especially Dr Carlo Barbolini Cionini, M&A specialist Partner, supported the ownership of Taglini Group Srl during the negotiation and in the identification of contractual, corporate and tax instruments suitable to match the different needs of the companies.

NCTM advised Gualapack with a team including Pietro Zanoni, who advised on Corporate and M&A matters.

Sinergie - Tax Legal Strategy assisted EDN Group, a global manufacturer of on-board chargers and power converters for electric and hybrid vehicles, in the sale of 80% of its share capital to MTA , a multinational manufacturer of electrical and electronic products for the automotive sector.

Sinergie supported EDN in the execution of the transaction with a team composed of managing partner Gianluca Bettelli with the support of junior associate Michele De Musis for the M&A aspects and counsel Roberto Muroni as financial adviser.

A consortium comprising Brazilian logistics company Ecorodovias Concessões e Serviços and global asset manager GLP, acting through its related company GLP X Participações, has won the international tender for the concession of the BR-153 / TO / GO toll road for a period of 35 years by submitting an offer for $59.6 million (320 million reais as of the time of submission). The consortium’s bid won out over local infrastructure concessionaire CCR.

The auction was organised by the National Land Transport Agency (ANTT) and the Ministry of Infrastructure. The awarded road has an extension of 850.7 kilometres and connects Aliança do Tocantins in the northern Brazilian state of Tocantins, and Anápolis in the state of Goiás in the centre-west of the country, and is considered an important route for cargo transportation. Over 13 billion reais is projected to be invested in the road and its infrastructure.

Paris-based data centre operator DATA4 has raised a record €620 million in debt financing. The DATA4 Group now has access to almost €1 billion to fund and execute its 2024 growth plan, with the aim of doubling its turnover in five years and becoming one of the European leaders in the data centre market.

The financing was secured from three banks: Deutsche Bank, Société Générale and SMBC. These additional resources will enable the Group to accelerate its responsible growth strategy throughout Europe – which involves doubling the power capacity of its Paris campus from 100MW to 200MW – making it the most powerful data centre campus in Europe. DATA4 also aims to significantly develop the number of data centres on its current campuses located in France (Marcoussis), Italy (Milan), and Spain (Madrid), and to expand into Central Europe and Scandinavia.

An Interview With Linklaters, Legal Advisers to DATA4 Group

How long has your firm been working with the DATA4 Group?

We have been working on the asset for almost ten years, having particularly advised AXA IM Real Assets at the occasion of its entry to the share capital of DATA4 in 2012 and, more recently, on the acquisition by AXA IM Real Assets of the entire share capital from Funds managed by Colony Capital in 2018. This transaction was led by Nicolas Le Guillou (M&A Paris), Edouard Chapellier (Tax, Paris), Nicolas Gauzès (M&A Luxembourg) and Melinda Perera (Capital Markets and Banking Luxembourg).

We have been delighted to continue following the history of the Group within the context of this important step in the company’s development (as stated by the CEO of DATA4) with the €620 million in debt financing, on which our firm has been assisting the Group. The team was led by Melinda Perera as a matter of Luxembourg law alongside De Pardieu Brocas Maffei as a matter of French law, with a team led by Yannick le Gall (Real Estate Finance).

Our Paris M&A team, led by Nicolas Le Guillou and Jacques Mazé, has assisted the Group in parallel on the Group’s presentations to lenders to facilitate their understanding of the Group legal structure.

What expertise did your team bring to the table?

Given our longstanding relationship with DATA4 Group, we combine a deep knowledge of the objectives, needs and constraints of the Group with our legal expertise.

What issues have the potential to arise when advising a company on a case like this?

Given the magnitude of the borrowing (€620 million) with Deutsche Bank, Société Générale and Sumitomo Mitsui Banking Corporation, it was key to find the right balance between the strategic objectives and investment expansion targeted by the DATA4 Group in Europe and the contractual terms of the financing documents, including the security package in favour of the external lenders.

NANO-X IMAGING LTD (NASDAQ: NNOX) (“Nanox” or the “Company”), an innovative medical imaging technology company, announced the commencement of a proposed underwritten public offering of 2,891,322 of its ordinary shares by certain non-officer, non-director shareholders (the “selling shareholders”).

Nanox is not selling any shares and will not receive any proceeds from the sale of its ordinary shares being offered by the selling shareholders. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Cantor Fitzgerald & Co and Oppenheimer & Co are acting as joint lead book-running managers for the offering. BTIG and Berenberg are acting as joint lead managers and Ladenburg Thalmann & Co Inc and LifeSci Capital are acting as co-managers for the offering.

Partners Udi Arad and Daniel Sekel and Associate Dvir Uziel of Agmon & Co Rosenberg Hacohen & Co Law Firm’s Commercial department represented Cantor Fitzgerald & Co and several other underwriters as their Israeli counsel.

An Interview With Ehud (Udi) Arad (udi@agmon-law.co.il), Partner & Notary at Agmon & Co. Rosenberg Hachoen & Co.

What complications can arise during a public offering like this one?

From a legal perspective, there were two major complications that had to be dealt with in this offering. The first related to the need to obtain the proper corporate approvals to allow the offering pursuant to the Israeli Companies Law. The second related to the need to put in place proper legal mechanisms which were aimed at allowing a large number of pre-IPO, non-officer, non-director shareholders to decide whether and to what extent they wish to participate, and if they so wish, to enable them to do so. Both were challenging. The first, in view of the Company’s Board decision that it would be beneficial to the Company to start the process before expiry of existing lock-up undertakings from the Company’s IPO and that at such time external directors were not yet nominated. The second, in view of there being a large number (>120) of shareholders from numerous jurisdictions.

How do you work with your clients to avoid them?

The main issue is to do a proper and bold analysis of the legal risks and complications involved. Once done, and as exemplified also in this offering, with good and fruitful cooperation between all concerned and innovative and straightforward thinking these and other complications were overcome.

What financial risks are underwriters often concerned about in such a deal?

One of the financial risks that had to be resolved in this offering was the need to cater for withholding tax issues under Israeli law related to the sale by the selling shareholders in the offering. This is a risk that sometimes is overlooked and requires scrutiny and putting in place proper mechanisms to avoid it.

About Agmon & Co. Rosenberg Hachoen & Co.

The firm is a powerhouse in the Israeli legal market with an increasingly prominent role in the country’s largest and most significant M&A and commercial transactions.  We represent Israel’s business and economic elite across various industries. Our clients include Israel’s most prominent banks, credit companies, energy corporations, telecommunications and pharmaceuticals companies, industrial conglomerates and entrepreneurs and investors.

The firm delivers an innovative, forward-thinking approach, across the full spectrum of legal services, including M&A’s, international and domestic capital markets, banking, finance, commercial litigation, hi-tech, energy and infrastructure, real estate, antitrust and other regulatory areas. Agmon is consistently ranked top tier in its core areas by domestic and international independent legal guides.

ASAR – Al Ruwayeh & Partners (ASAR) acted as Kuwaiti legal counsel to the consortium of WTE Wassertechnik GmbH (WTE) and International Financial Advisors Holding KSCP, who were awarded the Umm Al Hayman Wastewater Treatment Plant PPP Project in Kuwait.

The Umm Al Hayman Wastewater Treatment Plant Project consists of the construction of a new sewage treatment plant within the boundaries of the current Umm Al-Hayman water purification plant and which will utilise the latest wastewater treatment technology. WTE, as the main contractor, will be responsible for the design and construction of the sewage treatment plant with a contract value of approximately $719 million. With an estimated total construction cost of approximately USD 1.8 billion (excluding financing and operating costs), the Umm Al Hayman Wastewater Treatment Plant Project will be one of the world’s largest and most complex water treatment projects.

The ASAR team comprised Ibrahim Sattout (Partner), Mohammed Abulwafa (Partner), Akusa Batwala (Partner), Dania Dib (Senior Associate), and Talal Bijjani (Senior Associate) along with other associates in the firm.

An Interview With Ibrahim Sattout, Partner at Al Ruawayeh & Partners

What challenges arose as you worked on this deal? How did you navigate them?

The project structure combines both the build, operate and transfer system and the design, build and operate system in one project agreement, creating unique interface challenges for the sponsors, the lenders and legal counsels in terms of contractual structuring, documentation and financing.

In addition, this is the first PPP project to be procured under the PPP Law in Kuwait with untested procurement and tendering process, not to mention the new Capital Markets Authority and the Companies Laws which recently came into play.

Also, financial close was delayed due to COVID-19 and we had to deal with various complications which resulted from the effects of the pandemic, including rescheduling the financial close, reallocation of certain risks, finalising and perfecting the security package, etc.

Why is this a good deal for all parties concerned?

The project has numerous benefits. This is a great opportunity for the Kuwaiti government to develop the plant and expand its capacity and its pipelines and pumping stations networks, given the population growth in Kuwait. The plant will be also a great source of water to be used for irrigation. It is also a long-term investment for WTE with a 25-year operation term, with a possible expansion from 500,000 cubic metres/day to 700,000 cubic metres/day.

What precedents does this set for future PPP projects in Kuwait?

This project sets numerous precedents in terms of the documentation, structuring, procuring and financing of PPP projects in Kuwait. Of note, the corporate structure utilised is unprecedented for a project financing of this sort. In addition, one of the main innovations is the security package provided by the project company and the successful bidders, which is one of the first developed under the new PPP law.

Also, a number of new provisions of various laws came into play including the new financing regime under the PPP Law, the new regulations of the Capital Markets Authority and the amended Companies Law.

This project therefore sets a precedent in the implementation of PPP projects, and I believe it will influence future PPP projects in Kuwait and probably in the rest of the GCC.