BeLux Transactional Group H1 2019
During the last six months our team has continued to lead the market on complex cross-border transactions. In addition to assisting clients with their most complex matters, we are strongly dedicated to social responsibility and educational initiatives.
In H1 2019 the White & Case BeLux Transactional Group (BTG) worked on
matters and transactions involving
Major legal updates
The new Belgian Code on Companies and Associations (the "BCCA") entered into force on 1 May 2019
The BCCA repeals the Belgian Companies Code and aims at modernising and simplifying company law in order to make Belgium more attractive for both domestic and foreign businesses. It offers more flexibility for Belgian companies, but also requires them to amend their articles of association and bring them in line with the provisions of the BCCA.
We have created this practical BCCA Handbook in order to give an initial overview of the main changes which the BCCA ushers in.
Belgian Ratification of the Multilateral Instrument (the "MLI"): a new paradigm in international tax law
In May 2019, the Belgian parliament finally ratified the full application of the MLI, the Explanatory Notes as well as the reservations and notifications made by Belgium and the amendments thereto.
As the MLI may impact the tax regime of most international transactions, in particular through the introduction of its anti-abuse provision, investors in cross-border transactions who rely on exemptions provided for by covered double tax treaties, are advised to review their structures to ensure they meet the requirements of the Convention.
For more information on the scope of the Convention and particularly the proposed implementation into Belgian law, see our alert Belgian draft law ratifying the MLI.
Brussels Vis Pre-Moot and Vis Moot networking in Vienna
We were honored to welcome more than 100 participants to our Brussels office for the opening session of the Brussels Vis Pre-Moot on 3 April 2019, jointly organized with the Belgian Arbitration Center CEPANI.
Our Brussels arbitration team was also present in Vienna at the 26th Willem C. Vis International Commercial Arbitration Moot Court Competition itself. We co-hosted a networking event with the CEPANI, with more than 150 participants present.
At the last meeting of the Board of Directors and General Assembly of the CEPANI, Nathalie Colin was appointed as a member of the Board of Directors.
VOCATIO scholarship: proud to support Manon Pigeolet
We are proud to support Manon Pigeolet with a VOCATIO scholarship. Starting with better access to children's orthopaedics in Pakistan and Bangladesh, Manon's goal is to contribute to improve access to healthcare worldwide.
"Mergers and acquisitions, a fast-evolving world", Le Soir, January 2019
Brussels partner Thierry Bosly on the evolution of the M&A Sector, the digitalization challenge and the importance of the human factor. Click here to view the PDF.
What has kept us busy during H1 2019: landmark matters and transactions
M&A and Private Equity
Colisée – Armonea merger
Representing French group Financière Colisée SAS, a key player in the global old-age dependency sector, on the acquisition of the entire shareholding in Armonea Group NV, the Belgian leader, from its key shareholders Palmyra Brands NV and Verlinvest SA. Together, they create the fourth-largest elder care group in Europe.
The transaction, which closed in Brussels on 30 April 2019, is the largest LBO of 2019 in Belgium and a landmark finance transaction in continental Europe.
Advising private equity firm Cobepa in its contemplated acquisition of Enoplastic, a family-controlled Italian manufacturer of plastic corks and seals for wine bottles
Representing Belgian listed corporate Recticel (Euronext Brussels) in the sale of their automotive seat foam business Proseat Group, active in 6 European countries. We represented them on the acquisition of the remaining 49 percent in its Proseat joint venture from Canadian partner Woodbridge Foam Corporation and the subsequent sale of 75 percent in Proseat to Japanese public company Sekisui Plastics Co., Ltd. (Sekisui).
Assisting CXM Holding and its reference shareholder private equity fund Fortino Capital, on two add-on acquisitions by its portfolio company, MobileXpense, Brussels-based leader providing worldwide mobile solutions for travel expense management:
- the acquisition of eBuilder Travel, a strong player in travel and expense management in the Nordics and on
- the acquisition of Declaree, a Dutch expense management service provider which is also active in Belgium and in Germany
Active Ownership Capital
Representing Active Ownership Capital (AOC) in connection with its acquisition of a significant shareholding in Belgian listed company Agfa Gevaert NV as well as with the re-negotiation of its rights as a shareholder. AOC is an active shareholders fund.
This is the first active ownership matter in the history of Belgium.
Banking and Capital Markets
Refinancing of "Le Pain Quotidien"
Advising PQ Licensing (PQL), the owner of the service marks and trademarks "Le Pain Quotidien", portfolio company of private equity firm Cobepa, on the strengthening of its equity and refinancing of its global credit facilities.
Syndicated cov-lite financing to Kiwa
Advising BNP Paribas Fortis, Coöperatieve Rabobank, trading as Rabobank London, ING Bank, Royal Bank of Canada and Sumitomo Mitsui Banking Corporation Europe Limited, as mandated lead arrangers and bookrunners, on a strategic €425 million syndicated cov-lite financing to Kiwa, a global specialist in testing, inspection and certification (TIC). Kiwa is a portfolio company of Dutch investment company, NPM Capital
Financing for Waterland's acquisition of stake in Intracto
Advising ING Belgium, KBC Bank and Belfius Bank, as mandated lead arrangers and bookrunners, on a financing for Waterland's acquisition of a stake in Intracto.
Intracto is a fast-growing digital agency servicing clients in the Benelux. Waterland is an independent private equity investment group that supports entrepreneurs in realizing their growth ambitions.
European Investment Bank
Advising the European Investment Bank in connection with an €80 million loan to Walloon Brabant Sustainable Infrastructure in order to overhaul part of Belgium's waste water treatment facilities.
Advising on Belgian public retail bond issuances
Advising Belfius, BNP Paribas Fortis and KBC Bank as Joint Bookrunners and Belfius as Global Coordinator on the EUR 80mio subordinated retail bond issuance by SD Worx Holding.
Advising Belfius and ING as Joint Lead Managers on the EUR100mio bond issuance by Immobel.
We obtained an important decision before the Brussels Court of Appeal in the efforts to enforce a EUR 200 million ICSID arbitral award, against which the European Commission is fighting. As requested by us, the Court of Appeal raised three preliminary ruling questions to the European Court of Justice (ECJ) and the decision that will be rendered on those questions will be a new landmark case for investment arbitration in the EU, after Achmea. It will also clarify whether the EU Commission can intervene at enforcement stage (either of an arbitral award or a judicial decision) when considering whether enforcement would contradict EU law on State aid.
This case is handled in conjunction with different enforcement efforts in other jurisdictions (e.g. UK, Luxembourg, US or Sweden) and an annulment proceeding in front of EU Courts. On 18 June 2019, the General Court of the European Union issued another landmark decision in this case, annulling the EU Commission decision prohibiting enforcement. Further developments are awaiting in the upcoming months.
Major win for Bank Indonesia wraps up 10 years of litigation
On 28 June, the Supreme Court of the Netherlands confirmed in full our major win in the Court of Appeal of Amsterdam for Bank Indonesia (BI), the central bank of the Republic of Indonesia, in a dispute against the trustees of BI's former subsidiary, Indover. After winning in first instance and in appeal, this latest success puts an end to 10 years of litigation in this strategically important case.
Representing Facebook Ireland and Facebook Belgium with several matters in Belgium and the Netherlands, including on the following topics: disputes, data protection, free speech.
H2 2019 in the starting blocks — we're looking forward to:
Welcoming Thomas back from his 6-month secondment to EQT
During H1 2019, senior associate Thomas Glauden was seconded to our longstanding client EQT, leading investment firm with more than €61 billion in raised capital and around €40 billion in assets under management. After getting to know our client during his secondment in Stockholm, where EQT has its headquarters, Thomas then joined the EQT Fund Management team in Luxembourg for six months. This opportunity has given him a precious insight to how EQT is organized, what they most value from their legal advisors, etc.
Hosting the next FinTech Belgium MeetUp event and Classroom on cybersecurity
On 12 September, we will host the next cybersecurity training for FinTech Belgium, followed by its regular MeetUp event. FinTech Belgium is the biggest community of fintechers in Belgium, which gathers financial professionals, startup entrepreneurs and investors, who are interested in discovering and discussing disruptive business models and new technology for the financial services industry.
Presenting the Micula case at New York University (NYU)
Nathalie Colin and Alexandre Hublet will discuss the Micula case and its implications for investment arbitration in the EU. This presentation will be held at NYU School of Law this fall at the invitation of Prof. Franco Ferrari.
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