Friðbert Þór Ólafsson

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 Safír byggingar ehf., a real estate development company and constructor, in the ISK 5,1 billion acquisition of “Project Orkureitur”, a new BREEM certified sustainable neighbourhood in Reykjavík covering 40,000 m2, including 436 apartments, plus shops and services. BBA//Fjeldco acted as legal counsel to Safír byggingar ehf. in relation to the acquisition and in respect of all applicable areas in both the acquisition and future development of the area, including by conducting a due diligence review of the area, negotiating and documenting the share purchase agreement agreements, finance documents, structuring and drafting subscription and share purchase agreements for investors as well as all corporate matters with regards to the transaction and the ongoing operations of the company. BBA//Fjeldco also advised Safír byggingar ehf. on financing in relation to development which was conducted both via new equity from investors and third party bank loans. Furthermore, BBA//Fjeldco advises Safír byggingar on an ongoing basis with all corporate, employee and planning matters in relation to the project.

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.

BBA//Fjeldco acted as legal adviser to Rotovia hf., with respect to an acquisition of the rotational molding activities of Berry Global Inc., global manufacturer and marketer of plastic packaging products. Rotovia hf. is an entity owned by private equity funds Freyja (managed by Kvika eignastyring hf.) and SIA IV (managed by Arion Bank hf.) and key management. Among the aspects of the transactions BBA//Fjeldco advised on were the Share Purchase Agreement with Berry Global Inc., and the Facility Agreement with Private Debt II (a senior fund managed by Capital Four). This was a complex multi-jurisdictional transaction that took over a year to complete, involving W&I insurance, whereas Rotovia acquired a carve-out of the rotational molding activities of Berry Global Inc. and subsequently became a leading international player in the fragmented rotational molding plastic product market.

‍

BBA//Fjeldco provided Arion Bank and DNB Bank ASA  legal advice in relation to providing a EUR 65 million term and revolving credit facilities to Arnarlax ehf. Arnarlax ehf. is one of the leading Icelandic fish farming company and owned by Icelandic Salmon AS listed on the Oslo stock exchange.

The Public Procurement Complaints Commission has ruled that the city of Reykjavík must tender its purchases of electricity and was fined a total of ISK 8.000.000,- for breaching the Act on Public Procurement.

The Commission came to this conclusion following Íslensk orkumiðlun ehf.’s complaint in early 2020 whereby Íslensk orkumiðlun ehf. demanded that the electricity purchase agreements between the city and Orka náttúrunnar ohf. would be nullified and the city would be required to tender its electricity purchases.

BBA//Fjeldco represented Íslensk orkumiðlun ehf.

‍

BBA//Fjeldco provided legal advice to Langisjór ehf. with regards the Langisjór´s acquisition of all shares in Alma íbúðafélag hf. including legal and tax due diligence, negotiating and drafting the share purchase agreement and financing.

Alma íbúðafélag hf. is one of the countries´ largest real estate company which owns and operates over 1100 residential apartments located at the capital area and all around the country. Langisjór ehf. is the parent company of various companies in the food productions and distribution sector including Mata hf., Matfugl ehf., Síld og fiskur ehf., and the investment company Brimgarðar ehf.

‍

In February 2021 Veitur Utilities, the largest utility company in Iceland, accepted Securitas‘s bid for the installation of 160,000 smart meters for Veitur’s customers.

By switching to smart meters Veitur will have access to more information and have better oversight over the utility mains and allows it to charge its customers monthly based on actual energy consumption rather then on estimates. The contract value is c.a. ISK 1,800 million.

BBA//Fjeldco’s attorneys Þórir Júlíusson and Friðbert Þór Ólafsson assisted Securitas in the tendering process and provided legal advice in relation to the documentation of the agreement. 

‍

The start-up company Noona recently secured a 1,2 million EUR or ISK 190 million funding from Salt Pay. With the investment Salt Pay acquired a 20% stake in the company. Noona, which provides an online marketplace for service providers and a booking system, will use the funding to expand its services outside of Iceland.

BBA//Fjeldco’s attorneys Þórir Júlíusson, Stefán Björn Stefánsson and Friðbert Þór Ólafsson provided Noona with legal advice in relation to Salt Pay’s investment in Noona. 

‍