Brynjar Freyr Garðarsson

BBA//Fjeldco served as lead counsel to Hagar hf., one of Iceland's largest retail companies, in its acquisition of P/F SMS, a leading retail company based in the Faroe Islands. This landmark cross-border transaction, valued at approximately ISK 9 billion, underscores Hagar’s strategic expansion into the Arctic region and strengthens its position as a leader in the grocery retail sector.

This acquisition represents a pivotal step in integrating innovative retail strategies and enhancing operational synergies between the two companies. BBA//Fjeldco advised on the transaction structure, as well as conducting thorough due diligence, drafting and negotiating transaction documents, and addressing complex cross-border legal challenges.

As one of the most notable cross-border M&A transactions by an Icelandic company, it also highlights BBA//Fjeldco’s expertise in high-value cross-border mergers and acquisitions.

BBA//Fjeldco acted for Danish multinational company Coloplast in the acquisition of the entire share capital of Kerecis. The transaction values the target company at up to USD 1.3 billion, making Kerecis the first so-called "unicorn" coming out of Iceland and is therefore among the largest M&A deals in the history of the country.

Based in Isafjordur, in the Westfjords of Iceland, Kerecis has grown fast on the back of its innovative wound care product based on fish-skin technology. Coloplast is a global leader in providing intimate health care services that develops and manufactures products that help people with private medical conditions to improve their quality of life.

The strong commercial presence of Kerecis in the US and the buyer being a Danish company added complexity to the due diligence exercise and closing mechanics, providing an opportunity for BBA//Fjeldco to make good use of its cross-border experience.

BBA//Fjeldco acted for MM Holdings ehf. (a subsidiary of private equity fund SIA III slhf.) and other shareholders in the sale of Icelandic tech company Men&Mice ehf. to Canadian based BlueCat Networks. Men&Mice specialise in network-management solutions through its industry-recognized IP address management (IPAM) and orchestration solution Micetro. This is the latest acquisition by BlueCat and will further strengthen their market position as a leading provider of mission-critical network and cloud infrastructure software for reliable and secure DNS, DHCP, and IP address management (collectively known as DDI) in the international market. BBA//Fjeldco advised the sellers on the sale and purchase agreement and related sales process, including the exercise of share options by employees and sale of the option shares.

BBA//Fjeldco provided legal advice to Langisjór with regards to Langisjór´s acquisition of Freyja, including legal and tax due diligence, negotiating and drafting the share purchase agreement.

The family business Freyja, established in 1918, is the oldest candy production company in Iceland. Freyja produces and markets countless of well-known brands both for the Icelandic market and for export, where the sweets from Freyja are in constant demand. Langisjór is the parent company of various companies in the food productions and distribution sector including Mata hf., Matfugl ehf., Síld og fiskur ehf., the investment company Brimgarðar ehf. and Alma íbúðafélag hf.,one of Iceland's  largest real estate company.

‍

BBA//Fjeldco acted as legal advisor to Arion bank hf. in relation to the financing of the takeover bid of Origo hf., a leading Nordic IT service company listed on the Icelandic main market, by AU 22 ehf. an alternative investment fund managed by Alfa framtak hf. The takeover offer was made to all shareholders at the end of January 2023 and will be closed in February 2023. The deal was particularly challenging and complex due to both the regulatory requirements relating to takeovers of listed companies and due to the time sensitivity of the transaction. BBA//Fjeldco also acted as legal counsel to Arion bank in relation to the bank’s financing of AU22’s OTC acquisition of shares prior to the takeover bid. This included negotiating, structuring, and drafting multiple facility agreements, guarantee agreement and other finance documents.

The software company DineOut recently secured funding from SaltPay with SaltPay becoming a shareholder in the company. The company offers restaurant and food ordering systems, checkout systems, website creations and automatic payments with QR codes. DineOut is planning to use the funding to strengthen its position in Iceland and expand its services outside of Iceland.

BBA//Fjeldco attorneys Ásgeir Á. Ragnarsson,Sigvaldi Fannar Jónsson, Brynjar Freyr Garðarsson og Ragnar Snær Kærnested provided DineOut with legal advice in relation to Salt Pay’s investment in DineOut.

‍

BBA//Fjeldco provided legal advice to Vauban Infrastructure Partners in relation to Vauban´s acquisition of the majority of shareholding in Borealis Data Center, previously known as Etix Everywhere Borealis. BBA//Fjeldco provided legal advice on the Icelandic legal framework of the target undertaking, performed a legal due diligence, and provided legal advice on the transaction documents, from an Icelandic law perspective.

Vauban Infrastructure Partners is one of Europe’s leading asset management companies that is focused on infrastructure equity investments that contribute to the sustainable development of local communities and their environments. Borealis Data Center operates two data centers in Iceland that are located in Blönduós and Fitjar in Reykjanesbær. Borealis emphasises on sustainable data centers using renewable clean and carbon-free energy.

‍