January 2025 – Kinstellar Budapest, acting as the lead counsel for Hungary, has successfully closed the landmark Project Bluesky transaction, advising the Hungarian Power Exchange (HUPX) and the Hungarian Transmission System Operator, MAVIR.
As part of the particularly complex Project Bluesky transaction, EMS (Serbian Transmission System Operator), ELES (Slovenian Transmission System Operator) and EPEX SPOT (European Power Exchange SE) agreed to the cross-border transformation of the Slovenian ADEX Skrupina holding company, into a Hungarian company, ADEX Szervezett Villamosenergia-piac Holding (ADEX HU). Kinstellar advised on the Hungarian law aspects and implementation of the cross-border transformation, while ODL Law Firm acted as the Slovenian legal counsel. The successful registration of the cross-border transformation marks one of the transactions of this kind in Hungary, involving the conversion of a foreign limited liability company into a Hungarian company limited by shares, under the new EU directive framework (1132/2017 and 2121/2021).
Kinstellar also assisted MAVIR and HUPX during the complex closing process to implement the final shareholding structure of ADEX HU. The process included the contribution of HUPX to ADEX HU by MAVIR. As a result of the successful closing, HUPX became the third fully-owned subsidiary of ADEX HU alongside BSP and SEEPEX) and ADEX HU became a four party joint-venture owned jointly by EMS, ELES, EPEX SPOT and MAVIR, which also became the largest shareholder of the holding entity. Kinstellar provided MAVIR, HUPX's parent company, with comprehensive transactional advice, including negotiation and contract preparation, while also addressing competition and energy law aspects in this multifaceted cross-border transaction.
The Kinstellar team was led by Partner Gábor Gelencsér (M&A), with the support of Péter Vörös, Partner (Competition), Aron Barta, Senior Associate (M&A), Judit Sós, Associate (M&A); Péter Gullai, Managing Associate (Energy); and Orsolya Staniszewski, Associate (Competition).