Einar Baldvin Árnason

BBA//Fjeldco is the lead Icelandic counsel for Marel hf., one of Iceland’s largest and most valuable companies which is listed on Nasdaq Iceland, as the recipient of a non-binding proposal from John Bean Technologies Corporation (“JBT”) for the combination of the two companies in late 2023. In January 2024 it was publicly announced that JBT intended to make a voluntary takeover bid for all shares in Marel under the Icelandic Act on Takeovers. Our involvement included drafting and providing input on structure and transaction documents, as well as advice on disclosure requirements and implications of the imminent offer on the conduct of the company’s business and the duties of its board. This is a particularly complex transaction as its cross-border elements raise a number of novel issues, JBT and Marel are competitors, Marel is listed in Iceland and has a large shareholder base by Icelandic measures, JBT is listed in the United States and subject to filing requirements there, and the consideration offered by JBT is a mix of JBT shares and cash. This M&A transaction is as big and complex as they come in Iceland and if the takeover is successful, it would constitute the biggest public takeover in Iceland since 2007.

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 acted for Holding Cage AS in relation to the sale of Norwegian fishing equipment manufacturer Morenot AS to Hampidjan. Hampiðjan is a leading international company  in producing, developing and servicing quality netting and fishing gear for fishing vessels. There are now 28 companies in the Hampidjan Group, servicing the world fishing fleets at 35 locations around the world from Alaska to New Zealand, and the addition of Morenot AS further sements Hampidjan's market position.  The transaction followed extensive due diligence process and was subject to the approval from the competition authorities in Iceland, the Faroe Islands and Greenland.

BBA//Fjeldco provided legal advice to Islandsbanki in the sale of Reykjavik DC hf., one of the most technologically advanced data centers in Iceland, to an Icelandic company in majority ownership of a French investment fund Vauban Infrastructure Partners. The seller acquired Reykjavik DC hf. following a debt settlement with the company’s creditors, which involved challenges in the documentation and negotiations. Our role was to draft the share purchase agreement and advise the bank through the sales process, from the offering to closing.

BBA//Fjeldco acted as legal counsel to private equity fund SIA III in relation to the disposal by Mandólín hf., an SPV established for the purposes of the initial investment, of an approximate 70% stake in the Marriot operated hotel the Reykjavik EDITION to Abu Dhabi government operated investment company ADQ.

BBA//Fjeldco advised SF III slhf. (an SPV investment vehicle) and minority shareholders of Jardboranir hf., which included management as well as current and former employees, in all matters of the sale of the company to Norwegian Archer drilling company and Icelandic investment company Kaldbakur. SF III slhf. is an investment fund operated by Stefnir hf., an established Icelandic alternative investment fund manager with assets of approximately ISK 230bn under active management and a subsidiary of Arion Bank hf. Kaldbakur was an investor in SF III slhf. and did a full roll-over of its shares to cover part of acquisition in addition to a cash investment.

BBA//Fjeldco acted as legal counsel to private equity fund SIA IV in relation to their investment in no-added sugar brand Good Good. SIA IV participated in a USD 20 million funding round of Good Good, which specialises in jams, spreads and bars using naturally derived sweeteners, substitutable with sugar, and acquired a 24% stake in the company. BBA//Fjeldco conducted a legal and tax due diligence as well as assistance with the negotiation and drafting of transaction documents.

BBA//Fjeldco advised Icelandic State Financial Investments (ISFI) and Íslandsbanki hf. relation to the IPO, which is the largest IPO in history of Iceland and the largest European bank IPO since 2018.

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Prior to the IPO Íslandsbanki was wholly owned by ISFI, on behalf of the Treasury of Iceland. ISFI will hold 65% of the share capital of Íslandsbanki hf. following the offering, assuming full exercise of the overallotment option.

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The team was led by partner Einar Baldvin Árnason, partner Bjarney Anna Bjarnadóttir, senior associate Sara Rut Sigurjónsdóttir, associate Sigvaldi Fannar Jónsson and partner Kári Ólafsson.

 BBA//Fjeldco acted as the legal advisors for the merging entites, i.e. TM hf., Kvika banki hf. and Lykill fjármögnun hf. throughout the merger process, which covered all aspects of the deal, including but not limited to drafting of transaction documents, due diligence, competition matters, tax matters, regulatory issues in relation to the Financial Supervisory Authority and NASDAQ OMX Iceland. This is by far the largest and most high profile merger in Iceland in recent years,involving three different types of financial undertakings, an insurance company (TM hf.), a commercial bank (Kvika banki hf.) and a leasing company (Lykill fjármögnun hf.).

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BBA//Fjeldco provided legal counsel in respect to the takeover bid process with all shares issued by Heimavellir hf.

The transaction was structured as an initial stake building to trigger a mandatory takeover offer. This was the first transaction in Iceland for numerous years whereas a mandatory takeover offer has been triggered with the intent of the offeror to acquire the target.

 With the bidder being a Norwegian entity BBA//Fjeldco provided legal counsel on Icelandic law issues relating to all securities transactions, the takeover bid and the takeover process.