Friðbert Þór Ólafsson

BBA//Fjeldco acted as legal advisor to investment company SKEL and its subsidiaries in one of the largest corporate transactions of the year in the Icelandic retail market. The transaction involved the merger of Atlaga ehf. (formerly Heimkaup) and Samkaup hf., Drangar hf.’s acquisition of a controlling stake in the merged entity, as well as a comprehensive restructuring of the new corporate group.

The transaction included the merger of Atlaga ehf. and Samkaup hf., based on an agreement dated 20 February 2025. The merger formally took effect on 18 July 2025 along with Drangar hf.’s acquisition of a 98.6% stake in Samkaup, whereby shareholders were compensated with new shares in Drangar. Consequently, former shareholders of Samkaup acquired a 28.7% stake in Drangar. As part of the transaction settlement, Drangar also took over shareholdings in Orkan and Lyfjaval, making Drangar the parent company of the group. The companies that now form Drangar generated a combined revenue of approximately USD 615 million (approximately ISK 75 billion) in 2024. Based on the transaction, the equity value of Drangar was estimated at approximately USD 158 million (approximately ISK 19.3 billion and the total enterprise value, excluding lease liabilities, at approximately USD 224 million (ISK 27.3 billion). The new group will rank among the largest companies in the Icelandic grocery, pharmaceutical, and specialty retail sectors.

AI research and deployment company GreenFish has completed its first funding round. The company develops artificial intelligence models that provide companies in the fishing industry with up to ten-day forecast on the location of fish, as well as assessments of the quantity, quality, and composition of catches. GreenFish has various awards under its belt, most notably the Icelandic Fisheries Awards last year and the Seafood Innovation Award in Norway this year. The funding enables the company to strengthen the development of GreenFish solutions, as well as boost sales and marketing efforts in foreign markets.

BBA//Fjeldco advised GreenFish on the funding process as well as Arctica Finance, and we extend our congratulations to GreenFish on a successful financing.

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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 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.

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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.

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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.

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