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Andra Rubene

Partner, Head of Mergers & Acquisitions practice group, Latvia

Riga, Latvia

+371 67889999; Mob: +371 29127289

andra.rubene@tgsbaltic.com

Latvian, English, Russian

Sources say Andra Rubene is one of the most experienced corporate and M&A experts in Latvia. She is named as “the first choice for competition law issues in Latvia” and recognized as having “an excellent grasp of IP, IT and telecoms issues”. Andra is characterised as a “very hard working” and being “able to deliver and comply with extremely stringent deadlines on several occasions”. Clients appreciate her “warm personality and precise advice”.

Chambers Europe, Legal500, IFLR1000

MAJOR PROJECTS

  • Assisted BENU Aptieka Latvija SIA with acquisition of 100% of share of SIA Cēsu Vecpilsētas Aptieka.
  • Assisted Clear Channel International BV with organising of the due diligence process of Clear Channel subsidiaries in Latvia, Estonia and Lithuania for the banks for the purposes of private offering USD 125 million and issuing of USD 150 million.
  • Assisted the majority shareholder Havi Global Logistics GmbH with the buy-out of the minority shareholder of the Latvian company SIA Havi Logistics. 
  • Advising Estonian company 1Home Group AS on acquiring of a student hotel in Latvia and obtaining EUR 8.4 million financing from AS DNB banka;
  • Advising 20% shareholder of SIA VUDLANDE on buy-out of 80% shareholder of the company - Latvian Timber Ltd. (UK), obtaining 100% shares of SIA VUDLANDE as the result of the transaction;
  • Assisted Clear Channel International B.V. with the initial offering of $225 million aggregate principal amount of 8.75% Senior Notes due 2020 (2015);
  • Advised Fuchs Petrolub SE acquiring Statoil Fuel & Retail Lubricants on Latvian law aspects of its EUR 74 million acquisition of Statoil Fuel & Retail Lubricants business from Couche-Tard Luxembourg S.A.R.L.(2015);
  • Advised Netherlands-based ACTA, i.e. the Dutch Holding company of Kiwa and Shield Group International, acquiring Inspecta Group (2015);
  • Advised MCI.TechVentures 1.0, managed by the MCI Management, on the acquisition of a majority shareholding in Pigu.lt, the e-commerce leader in the Baltic States (the Company’s revenue is nearly EUR 50 million);
  • Advised Coats plc, world’s largest manufacturerand distributor of sewing thread and supplies, on the sale of the EMEA Crafts business to AURELIUS Group (2015);
  • Advised Mezzanine Management, an independent investment advisory firm, with a focus on Central and Eastern Europe, on EUR 23.3 million investments to support the growth of Mogo Finance (Mogo), a non-bank car financing provider operating in the Baltics and Georgia (2015);
  • Advised BBG AS, Baltikums Bank AS and two private individuals on the sale of insurance company Baltikums AAS to Austrian insurer Vienna Insurance Group AG (VIG). Baltikums AAS is one of the first insurance companies established in Latvia, and during over 15 years of operation it has accumulated substantial experience in providing non-life insurance services in Latvia, Lithuania, and Estonia, holding an 8% market share. In the financial year 2014, the company generated premiums of more than 20 MEUR (2015);
  • Advised Irish media company Communicorp Group on the sale of Latvian radio group AS Radio SWH Latvia to Cinamon Holding OÜ, an Estonian-based entertainment company with a network of cinemas across the Baltic countries. AS Radio SWH is the first commercial radio station in Latvia and was acquired by Communicorp in 2007, since then it has opened four additional stations. AS Radio SWH is the commercial market leader in Latvia (2015);
  • Advised VRC Zasulauks on sale of multiple unit rolling stock repair and maintenance business to public rail transport services monopoly Pasažieru vilciens (2015);
  • Advised Selteret (Horticom) on acquisition of Schetelig, sellers of garden products and supplies for both professional and home use in Finland, the Baltics, Slovakia, Hungary, the Check Republic, Russia, Ukraine and Kazakhstan (2015);
  • Legal due diligence of AS Latvijas Gaze in the interests of a bidder for E.ON Ruhrgas owned shares of AS Latvijas Gaze and assistance to the bidder in an auction type sale of the shares of AS Latvijas Gaze owned by E.ON Ruhrgas (2014);
  • Full scope legal assistance to My Fitness in acquisition of five City Fitness group companies, including assistance in drafting, negotiating and signing of the share purchase agreement on acquisition of the shares of five City Fitness group companies; legal and tax due diligence of those companies; assistance in resolving of a number of pre-closing actions; assistance in re-financing and assistance in closing and re-registration of the title to shares, deletion of the commercial pledges, termination of leasing and sale of certain assets (2014);
  • Lead the team representing Nordea Bank Finland plc in relation to amendment and restatement of a senior facilities agreement related to the loan granted to OneMed group. MEUR 354 (2013);
  • Andra Rubene and her team successfully defended AS Rīgas Dzirnavnieks by winning the case initiated by the Latvian Competition Council (the CC) on an alleged cartel within the framework of a number of public procurements organized by the Rural Support Service. Irrespective of the concerns about the alleged competition law violation repeatedly raised by the CC during a two years long case investigation (in the form of several negative statements of objections), the CC terminated the case on the alleged cartel agreement without finding any violation in the actions of AS Rīgas Dzirnavnieks (2013).

 

OTHER EXPERIENCE

Full scope legal assistance to the 49% of the shareholders of EK Sistēmas buying out the 51% shareholder - an Estonian company VIRU ELEKTRIKAUBANDUS AS, including structuring the transaction from the legal, financing and tax law perspectives, drafting and negotiating of the share purchase agreement, escrow account agreement and the transaction financing agreements (2014);

Assisting the joint venture of Contiga Holding and local shareholders S.B.C. with extensive reorganisation of the S.B.C. group companies with a view to spin off valuable real properties into the new real estate company (2014);

Lead the team providing comprehensive M&A, corporate law and tax law advice to Phoenix group companies, which restructured their operations in the Baltics by creating a German Phoenix group company owned holding company in Latvia, which acquired all Tamro wholesale and Benu retail companies in the Baltic states. TAMRO is a leading wholesaler, and Benu pharmacies are leading retailers of healthcare products in the Baltic States. (2012-2014);

Representation of AJ Produkti group company Incana in acquisition of a package of approximately 20 real properties from Bergvik Skog company Myrtillus (2014);

Full scope legal assistance to the investors in acquisition of Baltic-Finanz Invest group companies, including legal and tax due diligence of Baltic-Finanz Invest owning more than 150 real properties; assistance in resolving of a number of pre-closing actions, re-registration of the title to shares and resolving of a number of post-closing issues (2014);

Lead the team representing E.L.L. Real Estate / SIA Tirdzniecības Centrs Pleskodāle, the owner of the shopping mall Spice, in concluding one of the most significant loan agreements with SEB bank in the Baltics in the recent years for the total amount of EUR 40 million (2013);

Advised investors of the real estate development companies in the center of Riga (approx. 1,3 ha) and region of Riga (approx. 32 ha). Structuring of shareholders’ loans for several companies, dilution of the non-contributing shareholders and repayment of the loans to a credit institution. MEUR 20. (2013-2014);

Assisted in creation of a joint venture by the current shareholders selling 49% of SIA S.B.C. to Contiga Holding AS (Norway). MEUR 7.5. (2013);

Assisted in acquisition of 60% shares of SIA Vidzemes Inkassso and subsequent reorganisation of SIA Vidzemes Inkassso and SIA Baltijas Parādu Piedziņas centrs (2013-2014);

Represented UAB Malinvest (UAB Malsena plius, Amber Trust II SCA group company) in successfully ensuring clearance of a complicated merger of strong potential competitors before the Latvian Competition Council (CC). According to the CC it was one of the most significant mergers under their consideration in 2013. (2013);

Developed solutions for attraction of additional investments to Euro Auto (Renault, Dacia and Renault Trucks dealer and authorized Opel after sales services provider) for development of its business and set regulations for relations among investors; MEUR 3. (2013);

Representated Knowledgeprice and Mobassurance group companies and their shareholders in receiving financing from the investment fund Practica Seed Capital for an early stage development of high-potential business ideas and later stage expansion of the established businesses. (2013);

Represented UAB Malinvest (UAB Malsena plius, Amber Trust II SCA group company) in acquisition of the leading grain produer in the Baltics AS Rīgas Dzirnavnieks from Lantmannen Cerealia. (2013);

Represented and provided transaction support to SEB Wealth Management in the acquisition of the assets of AS Hipo Fondi, a group company of the Mortgage and Land Bank of Latvia, within the scope of restructuring of the bank. The assets transferred included the rights to manage pension funds and investment plans. (2012);

Assisted AS Pro Kapital Grupp in the IPO of its shares in Latvia, Estonia and Lithuania and listing in the Tallinn Stock Exchange/NASDAQ OMX. Cancelled due to lack of demand for the shares at the proposed price level. (2012);

Assisted AS Eco Baltia group in the IPO, listing in the Warsaw Stock Exchange and dual listing in the Riga Stock Exchange/Nasdaq OMX. Suspended prior to the announcement of the final offer price (2012);

Represented Audi dealers Moller group in receiving the Latvian Competition Council’s merger permit to acquire the target group of Volkswagen dealers - SIA Motors Latvia, SIA Venta Motors and SIA Miera Auto (2011);

Ensured split of Latvijas Biznesa Banka (currently Bank M2M Europe) business by two simultaneous transfers of parts of business to different acquirers – a good business to Eesti Krediidipank and a bad part of business to Radikāls Trests. Transfer of a credit institution business at the time was a novel transaction in Latvia. This was the first time when such type of a transaction was used for the transfer of business by privately owned transaction parties.(2011);

Led cross-border Ergo Life Insurance group companies in the Baltics in their cross-border merger of Latvian and Estonian companies into the Lithuanian company, which was transformed into the European Company (Societas Europea) - ERGO Life Insurance SE. (2011);

Represented the leading beverage producers and distributors SPI Group, including AS Latvijas balzams, in successfully ensuring clearance of a complicated merger of strong integrated competitors with significant market shares in a large number of relevant markets. After the merger clearance continued assistance to the client on coordination of th echanges in the original transaction scheme, steps and timing notified to the CC, ensuring the CC’s adjustment to the new transaction scheme and implementation of the remedies determined by the CC. (2009-2011).

PUBLICATIONS

  • The Latvian Supreme Court Clarifies Recovery for Cancellation of Leasing Contract, CEE Legal Matters - August 2017
  • Business Manager’s Handbook
  • Legal Framework for Transfer of Undertakings of a Credit Institution in Latvia, "CEE Legal Matters" - December 2015
  • From taxes to the purchase of land and energy. "Dienas Bizness", January 2016
  • On the road of reforms. "Dienas Bizness", January 2016
  • 2015: Very Active for Businesses. Increased Number of Transactions and Disputes. "Dienas Bizness" TOP 500
  • Are the minority shareholders able to rely on the norms of the Commercial Law governing timely convocation and procedure of a shareholder meeting? "Dienas Bizness", December 2015
  • Competition Law Newsletter, December 2015
  • Competition law newsletter - February 2015
  • Company Manager’s Manual, “Dienas Bizness” – 2013, 2014 
  • On the eve of various changes, “Dienas Bizness” – December 2014
  • Careful with the "fire" that can cause burns, “Dienas Bizness” – September 2014
  • Impact of the international corporate scandals on the development of corporate governance, “Jurista Vārds” - June 2014
  • Green light to extraordinary dividends, “Dienas Bizness” – June 2014
  • The long-awaited extraordinary dividends, “Dienas Bizness” “Saldo” – February 2014
  • Use of electronic signature when converting the share capital expressed in Latvian lats into Euros and various other cases, “Dienas Bizness” - December 2013
  • Introduction of euro in Latvia and amendments into the commercial register - December 2013
  • Division as the means for focusing on the main business, distribution of risks or letting the partners to each go their own way, “Dienas Bizness” - November 2013
  • The liability of direct or indirect shareholders for the losses caused to a company or piercing of corporate veil doctrine in Latvia, “Jurista Vārds” - November 2013 
  • Existing and planned reforms in the Commercial Law aimed at fighting corporate raiderism, division of profits and introduction of euro, “Dienas Bizness” - October 2013
  • Efficiency of cartel investigations in Latvia, “Diena” - August 2013
  • Taking of the decisions of the Latvian Competition Council after expiry of the final deadline set by law, “Dienas Bizness” - August 2013
  • On the legal services market driven by competition for clients and legal professionals - May 2013
  • On amendments to the Commercial Law aimed at fighting illegal takeover of companies or corporate raiderism - May 2013
  • On the case law on application of the Commercial law and amendments into the Commercial law, “Dienas Bizness” “Saldo” - April 2013
  • On amendments into the Latvian Commercial law, „Dienas Bizness” - March 2013
  • On M&A in Latvia in 2012 and forecasts for 2013, “Riga Now” - February 2013
  • On recruiting additional legal specialists in 2013, „Dienas Bizness” - January 2013
  • M&A newsletter, January 2013 - January 2013
  • On the intent of the Competition Council to set priorities in choice of cases by delegating adjudication of less significant cases to courts, "Dienas Bizness" - October 2012
  • On the envisaged sale of capital shares of two companies owned by the Riga Municipality, - October 2012
  • M&A newsletter, March 2011 - March 2011
  • The International Comparative Legal Guide to: Cartels & Leniency, Latvia – 2009
  • Manual of Contracts, "Dienas Bizness" - 2008, 2009

PRESENTATIONS

  • The Ministry of Justice Commercial law conference on corporate governance in Latvia, Riga – May 2014
  • The Ministry of Justice Commercial law conference on piercing the corporate veil in Latvia, Riga - May 2013
  • A competition law seminar for Bayer CropScience team in Latvia – April 2013
  • A seminar for SEB leading specialists on topical competition law legal issues in the Banking and Finance area in the EU and Baltic states – April 2013
  • The Ministry of Justice Commercial law conference on current commercial law issues in the European Union, Riga - May 2011
  • Corporate governance in a distressed context, Helsinki - June 2009
  • Influence of amendments to the Commercial Law on the current and future commercial transactions, Riga - March 2009
  • Influence of amendments to the Competition Law on retail trade, Riga - November 2008
  • Comments to the new regulation of the Competition Law, Riga - July 2008
  • Cross-border mergers, Riga - June 2008

MEMBERSHIPS

  • Representative of the Latvian Bar Association in the Commercial law drafting working group (2013)
  • Latvian Bar Association (admitted 2002)

PROFESSIONAL CAREER

  • Since 2012 partner at TGS Baltic
  • Since 2009 senior associate at TGS Baltic
  • 2005-2009 senior associate at Loze, Grunte & Cers
  • 2003-2005 senior associate at Grunte & Cers
  • 2002-2003 associate at Grunte & Cers
  • 1999-2002 legal assistant at Grunte & Cers

EDUCATION

  • 2006 Riga Graduate School of Law (LL.M.)
  • 2003 Department of Law, University of Latvia (Mag.iur., Dipl.iur.)
  • 1999 Latvian Academy of Arts (B.A.)