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Kinstellar advises GTCR on its acquisition of Zentiva
Kinstellar has successfully advised GTCR, a leading US-based private equity firm, on its agreement to acquire Zentiva, a prominent European generics pharmaceutical company, from global private equity investor Advent International. The transaction marks one of the most significant healthcare buyouts in Europe this year and is expected to close in early 2026, subject to customary regulatory approvals. Kinstellar acted as local counsel to GTCR, providing full-scope legal support across Central and Eastern Europe, including corporate, regulatory, and transactional matters. The firm collaborated closely with Kirkland & Ellis, GTCR’s lead legal advisor, on this high-profile cross-border deal. Under Advent’s ownership
Kinstellar advises Altenova on legal aspects of the partnership between the Pyronova Group and Altebra Group across six jurisdictions
Kinstellar is pleased to announce that our team has assisted Altebra on its merger with Pyronova Group—forming a new European leader in active fire protection under the name “Altenova”. Pyronov a Group is an international fire protection company headquartered in Bratislava, Slovakia. The transaction involves Pyronova and its subsidiaries in the Czech Republic, Hungary, Romania, Serbia, Slovakia, Germany and Ukraine, marking a significant milestone in Altebra Group’s strategic expansion across Central and Eastern Europe. Pyronova is a well-established supplier of innovative fire safety solutions, with a strong regional presence. Altebra Group is a market leader in active fire protection with operations across
The new Slovak Act on the Commercial Register and changes to the Commercial Code: What to expect?
The Ministry of Justice of the Slovak Republic has presented a draft of a new Act on the Commercial Register (the Draft Act), which should replace the currently valid and effective Act No. 530/2003 Coll. on the Commercial Register. The Draft Act should also amend Act No. 513/1991 Coll., the Commercial Code (the Commercial Code). The proposed effectiveness of the new act is from 1 March 2026, but the legislative process is still pending. The proposed legislation has the ambition to modernise processes in the Commercial Register, simplify certain formalities, and at the same time strengthen transparency. However, this comes with a number of fundamental changes that require increased attention. Major changes
Kinstellar advises MEREP on the acquisition of 50% ownership interest in OC Point Liptovský Mikuláš
Kinstellar has successfully advised Mitiska European Real Estate Partners 3 on the acquisition of a 50% ownership interest in OP Centrum Retail 2 from OPC Group. The target of the transaction, OP Centrum Retail 2, is currently developing a retail park in Liptovský Mikuláš in northern Slovakia. Mitiska European Real Estate Partners 3 (“MEREP 3”) is a fund owned by Mitiska REIM, a leading specialist investor in European convenience real estate. Kinstellar has also recently advised Mitiska REIM on the acquisition of four other retail parks from OPC Group—including Point Skalica, Point Sládkovičovo, Point Žiar nad Hronom, and Point Veľké Kapušany—as part of Mitiska REIM’s plans to expand its retail
Lifting financial assistance prohibition in Slovakia by allowing whitewash procedure
Effective 1 March 2024, financial assistance, i.e., the so-called whitewash procedure, is allowed for joint-stock companies, subject to certain conditions. Previously, such financial assistance was completely prohibited for joint-stock companies. No other types of companies in Slovakia were subject to this limitation. 1. What is the whitewash procedure? Financial assistance is defined as granting advance payments, loans or credits by a target company for the purpose of acquiring its shares and granting security by such company for this purpose. The financial assistance rules apply also for establishment of pledge over the company’s own shares as well as for acquiring, subscribing or establishing a pledge
Kinstellar advises SAMCO Aircraft Maintenance on the acquisition of Austrian Airlines Technik – Bratislava
Kinstellar has successfully advised the Dutch aircraft maintenance provider SAMCO Aircraft Maintenance (SAMCO) on the acquisition of Austrian Airlines Technik – Bratislava (ATB). Located at the Maastricht Airport in the Netherlands, SAMCO provides a wide range of aircraft maintenance activities—from heavy base-maintenance checks, line-maintenance, logistic support, asset and maintenance management to EASA Part 21 approved design changes. With the acquisition of ATB, SAMCO increases its footprint significantly. ATB, located in Bratislava, Slovakia, is fully equipped to perform all base maintenance services with close to 250 staff. With this strategic acquisition, SAMCO creates five additional lines for Embraer
Slovakia – Choice of jurisdiction in purely national relationships resolved
In its decision of 8 February 2024 (C 566/22), the Court of Justice of the European Union (the ECJ) has finally resolved the long-term practical question (and debate among legal practitioners) whether, in the case of a purely national relationship without the presence of a foreign element or link to several legal orders, contracting parties may choose the jurisdiction of the judicial authorities of any EU Member State. The response is YES. This landmark decision is a clear affirmation of the parties’ autonomy to determine the jurisdiction of the judicial authorities. Simply put, if two Slovak entities enter into an agreement under Slovak law without a link to another Member State or non-Member State, the parties are not
Proposed new merger rules in Slovakia
The Government of the Slovak Republic has introduced a draft law on the conversions of companies and cooperatives (the Draft Law) that implements EU Directive 2019/2121, amending Directive 2017/1132 with regard to cross-border conversions, mergers and divisions (the Directive). The Draft Law aims to create a unified, comprehensive and clear legal framework for both domestic and cross-border mergers, divisions and changes of legal form, which should completely replace the current legal framework contained in the Slovak Commercial Code. The Draft Law, which is proposed to take effect 1 March 2024, is currently in the early stage of the legislative procedure, and therefore the final wording of the legislation may differ from
Kinstellar announces new promotions to Partner and Counsel
Kinstellar is delighted and proud to announce the promotions to Partner of Tomáš Melišek (Bratislava), Levente Hegedűs (Budapest), Bulut Girgin (Istanbul), Anastasiya Bolkhovitinova, Natalia Kirichenko, Oleg Matiusha, Illya Muchnyk (all in our Kyiv office), and to Counsel of Dominika Bajzáthová (Bratislava). PARTNERS Tomá š Melišek, Bratislava Tomáš is the Head of the local Banking & Finance service line. He has 15 years of experience in banking and finance, focusing on project and acquisition financing as well as on financial regulations. Tomáš has substantial experience advising clients on significant financing transactions in the areas of real estate, energy, infrastructure, automotive, media
Slovak Republic – New Foreign Direct Investment Screening Act
Act No. 497/2022 Coll. on Screening of Foreign Direct Investments (the “FDI Act”), published on 23 December 2022, will have a significant impact on foreign investments in Slovakia, at least in terms of the time needed to complete transactions. The FDI Act takes effect on 1 March 2023. The new rules do not apply to investments completed prior to such date. Our specialists have put together a summary of the key measures the FDI Screening Act introduces: Download in English: In case of any questions with respect to the above, our specialists are ready to offer guidance and counsel.
Kinstellar advises NN Group on the acquisition of a majority share in Finportal
Kinstellar’s Bratislava office has recently advised NN Group (‘NN’), a group of financial services companies providing insurance, retirement services, pensions, banking and investments in 11 countries, on the acquisition of a majority share in Finportal, the number-three financial intermediation service provider in Slovakia in terms of turnover. Companies associated under the NN brand manage pension savings and life insurance for almost one million Slovaks. Finportal brings together more than two thousand intermediaries offering comprehensive financial advice under its own name and brand. Through its investment, NN intends to further strengthen its long-term cooperation with Finportal and is seeking areas for the