Recent Transactions
Kaldalón hf. has signed purchase agreements to acquire 100% of the shares in IDEA ehf. and K190 hf. Together, these two companies own seven prime real estate properties located in Iceland, with a combined area of approximately 17,600 square meters. The total value of the properties involved in the transaction is estimated at ISK 8.335 million. The transactions are subject to due diligence and approval by the Competition Authority.
BBA//Fjeldco acted as legal advisor to Kaldalón throughout the acquisition process and extends congratulations to both the buyer and sellers on the successful transaction.
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.
On 26 February 2024, subsequent to receiving an approval from the US Food and Drug Administration (FDA) of Simlandi injection as an interchangeable biosimilar to arthritis drug Humira, Alvotech announced that the company had accepted offers from Icelandic and European professional investors or eligible counterparties for the secondary sale of shares for a value of approximately USD 166 million.
Alvotech is a biotech company that specialises in the development and manufacturing of biosimilar medicines for patients worldwide and was the first Icelandic company to be dual listed in the US and Iceland.
BBA//Fjeldco was Alvotech’s legal advisor with respect to the secondary sale of shares and congratulates its management team and employees on the important milestone achieved in the company‘s journey to offer broader access worldwide to more affordable biologics, following approvals of Alvotech’s biosimilars in other global markets.
BBA//Fjeldco acted as advisors to Landsbankinn and Fossar fjárfestingarbanki in connection with the private placement of new shares in Amaroq Minerals Ltd. The fundraise was a success, with the initial target being to raise some GBP 30 million, which was then expanded to approximately GBP 44 million due to significant excess demand. BBA//Fjeldco's role in the offering was to handle all documentation between the company and the banks and between the company and investors. Furthermore, BBA//Fjeldco assisted the banks with the market sounding process, as well as collecting and compiling subscriptions on behalf of the company and announcing the allocation to investors.
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.
Horn IV slhf., an ISK 15bn private equity fund operated by Landsbref hf., has acquired a 45% shareholding in REA ehf., which is the sole shareholder of the Icelandic ground handling companies Airport Associates and SouthAir, which both play an important role in the operations of Keflavik international airport. As a result of the investment, Horn IV slhf. will be the largest shareholder of REA ehf. The acquisition is subject to approval from the Icelandic competition authorities. BBA//Fjeldco acted for Horn IV slhf. in the transaction.
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 Harpa in a dispute with IAV hf. (one of the largest contractor companies in Iceland for the past few decades) regarding recognition of liability. This is the first time an Icelandic court decides on the choice of law between the current and previous statutes of limitations in with regard to contractual damages under contracts made before the entry into force of the current statute, as well as the effect of indirect involvements in court proceedings in that regard.
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.
Alvotech has completed a private placement of approximately USD 137 million. The private placement was directed solely to eligible and professional investors in Iceland, including pension funds. Alvotech is a biotech company specializing in the development and manufacture of biosimilar medicines for patients worldwide and was the first Icelandic company to be dual listed in the U.S. and Iceland.
BBA//Fjeldco was Alvotech’s legal advisor with respect to the private placement and congratulates its management team and employees on the achievement.
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 advised the Icelandic Ministry of the Environment, Energy and Climate, by preparing a comparison report on wind energy legislation in Scotland, Norway, Denmark and New Zealand. The report focussed on the regulatory aspects of wind energy production, including the licensing procedure, environmental matters, administrational and municipal decision-making, involvement of governmental bodies, disputes and claims, including land rights, incentives and more. The report further provides a high-level reference to wind energy legislation in France, Sweden and the Netherlands. The report will be relied upon by a task force, established by the Icelandic Ministry of the Environment, Energy and Climate, currently working on a draft legislation for wind energy in Iceland.
BBA//Fjeldco provided legal advice to biosimilar pharmaceutical company Alvotech in their private placement offering and issuance of convertible bonds amounting to approximately USD 70,000,000. Among the subscribers where large investors such as the pension funds in Iceland. This was a complex multi-jurisdictional transaction that involved an entity incorporated under Luxembourg law and cooperation of several legal advisera across borders.
BBA//Fjeldco provided legal advice to biosimilar pharmaceutical company Alvotech in the listing on the Nasdaq main market in Iceland, after a successful listing on the Nasdaq First North Growth market earlier in the year, which was the first US/Icelandic dual listing of any Icelandic company in history and for a long while Alvotech was the only Icelandic company to be listed in the US. Alvotech has the highest market cap of all companies listed on the Nasdaq main market in Iceland or approximately USD 3,250,000,000. This was a complex multi-jurisdictional transaction, involving Iceland and Luxembourg as Alvotech is incorporated under the laws of the Grand Duchy of Luxembourg.
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 advised BNP Paribas Fortis SA/NV on EUR 150M bridge financing to Marel hf. (leading global provider of food processing equipment and one of the largest listed companies in Iceland), in relation to the company’s acquisition of Wenger Manufacturing LLC (a global leader in processing solutions focused on pet food, plant-based proteins and aqua feed), which is an investment into new and attractive growth markets for Marel hf.
BBA//Fjeldco provided legal advice to Islandsbanki in relation to the financing of the acquisition of French private equity firm Ardian of the telecommunications operator Míla ehf. The advice included negotiating loan documentation, bond issuance documentation, intercreditor agreement and security documentation.
The transaction represents one of the largest foreign investments in Iceland in recent years. Islandsbanki is one of the leading commercial banks in Iceland. Mila ehf. is the main telecommunications infrastructure company in Iceland. Ardian France SA is one of the largest private equity managers in Europe and is focusing on essential infrastructure.
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 provided legal advice to KfW-IPEX BANK GmbH (Specialist financier for the German and European export industry and project finance) in the financial restructuring of (up to) USD 194M project finance facilities agreement relating to PCC BakkiSilicon hf., a state of the art silicon metal plant in Iceland that is 100% operated with renewable energy (hydro- and geothermal power), providing silicon metal to the chemical industry and in the production of high-strength aluminium alloys for the automotive industry. The restructuring involved inter alia that the creditors of PCC BakkiSilicon hf. converted part of their loans into equity subject to new funds from PCC BakkiSilicon hf. being injected. Apart from being a large complex and international financial restructuring, KfW IPEX Bank GmbH will convert part of its senior debt into an Icelandic law non-call perpetual subordinated securities (hybrid bond) which has not been done in Iceland before to the best of our knowledge.
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 legal advice to biosimilar pharmaceutical company Alvotech in the dual listing on the Nasdaq Stock Market in New York and Nasdaq First Growth Market in Iceland, the first US/Icelandic dual listing of any Icelandic company in history and for a long while the only Icelandic company to be listed in the US. This was a complex multi-jurisdictional transaction, involving New York and Iceland as well as Luxembourg as Alvotech is incorporated under the laws of the Grand Duchy of Luxembourg. Prior to the listing, BBA//Fjeldco also advised on a private investment in public entity (“PIPE”), which was aimed at Icelandic PIPE investors in particular.
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.
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 Fasteignastyring ehf., a subsidiary of Icelandic real estate company Kaldalon ehf., on the acquisition of 13 specified properties from SKEL fjarfestingarfelag hf. BBA//Fjeldco advised on the negotiation and documentation of the purchase agreement as well as all corporate matters regarding the transaction, including lease agreements with SKEL’s subsidiary (sale lease-back). This was an important transaction for Kaldalon hf. that enabled them to get a stronghold in the market for commercial and warehouse properties at the back of other acquisitions in year 2021 and 2022 while the company is preparing to have its shares admitted to Nasdaq Iceland’s main market.
BBA//Fjeldco provided legal advice to Hagar hf. when the company signed an agreement to subscribe for shares in the real estate developer Klasi ehf. Klasi works in the field of real estate development and has since 2004 specialized in the development, management and operation of real estate projects, from idea to sale. Hagar's goal with the investment is to bring the company's developmental assets into a channel where the assets receive the undivided attention of professionals with extensive experience in the field of real estate development.
Hagar's contribution to the transaction is estimated at ISK 3.9 billion and Hagar's shareholding in Klasi will be 1/3 of the issued share capital which is the same as the shareholding of Reginn hf. and KLS holding company ehf.
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.
BBA//Fjeldco has been retained by the UNDP in Comoros, supported by the Ministry for Foreign Affairs of Iceland to create a regulatory framework for the research and utilization of renewable energy resources in the Comoros Islands, in cooperation with Iceland GeoSurvey (ÍSOR), Verkís Consulting Engineers and Intellecon economic consultancy. The project is highly innovative, as Icelandic knowledge, experience and ingenuity is used to create a framework to increase the use of renewable resources to enhance the energy sustainability of the Comoros Islands.
Over the last 15 years, BBA//Fjeldco has advised governments, international organisations and businesses on legal aspects relating to renewable energy and natural resources. BBA//Fjeldco’s leading practitioners in the field of renewable and natural resources are Baldvin Björn Haraldsson, Partner and Antoine Lochet, Counsel.”
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.
BBA//Fjeldco acted as the legal advisor to the pharmaceutical company Lyfjaval ehf. during the acquisition of its entire share capital by Lyfsalinn ehf. a company partly owned by Skeljungur hf. registered on the main market of Nasdaq Iceland. The value of the transaction amounted to ISK 1,500,000,000.
BBA//Fjeldco is happy to have been Icelandic legal advisor of Rapyd Financial Network (2016) Ltd. acquisition of Valitor hf. The deal size has been reported as $100 million and the transaction is expected to close by the end of 2021, subject to regulatory approval.
Rapyd first entered the Icelandic market in 2020 through its acquisition of Korta (now Rapyd Europe hf.) The acquisition of Valitor will provide Rapyd with an expansion of its payment capabilities throughout Europe as Valitor is a well-established payment brand and is considered one of Europe’s leaders in providing both in-store and online payments acceptance solutions as well as card issuing.
https://www.rapyd.net/company/news/press-releases/rapyd-to-acquire-valitor-expanding-access-to-global-payments/
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.
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.
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 gave advice to the structure and timing of the takeover bid, granted advice with regards to regulatory and competition matters, as well advising to the capital structure of Strengur hf. (Bidco). Furthermore BBA//Fjeldco held negotiations and covered documentation with financing parties.
The Supreme Court of Iceland has ruled that the storage company Geymslur ehf., that leased storage spaces in Miðhraun Garðabær, is not liable for damages caused by a fire outbreak in the year 2018.
BBA//Fjeldco represented Geymslur ehf. on all judicial levels. The company was acquitted by the district court, Landsréttur the appeal court as well as by the Supreme Court.
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 the biopharmaceutical company EpiEndo Pharmaceutical ehf. (EpiEndo). The advice regarded drafting a convertible loan agreement, executed in April 2021, amounting to EUR 2.7 million, between EpiEndo and the European Innovation Council (EIC) Fund established by the European Commission in 2020. The aim of EIC Fund is to provide direct equity investment in breakthrough innovation companies as well as enabling private investors to co-fund such companies.
Furthermore, BBA//Fjeldco provided legal advice to EpiEndo with regards to €20m financing round led by Flerie Invest and Iðunn Venture Fund, with existing investors ABC Ventures participating, along with the EIC Fund joining the round, which was closed in August 2021. The financing secures funds to advance clinical development of EpiEndo’s lead compound EP395.
https://www.epiendo.com/post/epiendo-pharma-announces-2-7-million-investment-by-the-european-innovation-fund-eic
https://www.epiendo.com/post/epiendo-secures-20-million-series-a-funding
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.).
BBA//Fjeldco provided legal advise to Kvika banki hf. with regards to Kvika’s acquisition of all shares in Aur app ehf., and whereas share purchase agreements were executed with all previous shareholders of the company. Aur was established in 2015, offering simple and swift payment services and has in a short period of time built an extensive client base. At the end of February, Aur had 90 thousand active users. The company has been a leading fintech player in Iceland with its mobile payments and innovative approach to consumer lending.
The acquisition of Aur is an important step in Kvika’s policy of utilizing technological solutions to modernize financial services. The bank expects that Aur, together with Netgíró hf., acquired by Kvika previously this year, and whereas BBA//Fjeldco provided legal advise as well, and the fintech service Auður will play a key role in the bank’s fintech services going forward.
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.
BBA//Fjeldco acted as lead counsel for KEA, one of the largest hotel operators in Iceland, and its principal shareholders in the restructuring of KEA. This entailed detailed assessment of the position, negotiation with landlords and key creditors and multi-layered documentation to document this voluntary restructuring.
This was the first large restructuring which resulted from the impact of Covid-19, which added uncertainty on the counterparties assessment on the position and feedback on the restructuring proposals. As KEA is a large hotel operator, the counterparties were numerous and of different nature which complicated the process significantly.
In December 2020 the Norwegian company View Software acquired the Icelandic software company MainManager. View Software is a leading software company with solutions within industrial maintenance and management, operation and maintenance (FDV)of real estate. With the acquisition, View Software will expand their customer portfolio to eight countries and open offices in Reykjavik and Copenhagen.
BBA//Fjeldco’s attorneys Halldór Karl Halldórsson, Tómas Magnús Þórhallsson and Sigvaldi Fannar Jónsson assisted and provided View Software with legal advice in the acquisition.
See further information on https://www.viewsoftware.com/blogg/view-software-acquires-mainmanager-and-expands-to-eight-countries
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.
BBA//Fjeldco acted as the lead counsel of Arctic Green Energy in the debt refinancing of the company and subsidiaries which resulted in the outstanding obligations towards the Asian Development Bank being repaid in full.
Thetransaction was multi-jurisdictional and included refinancing of existing debt,new debt being provided and equity instrument being issued.
BBA//Fjeldco provided legal advice to Reykjavík Data Center hf. with respect to entry into a design and build agreement with respect to a new high-tech data centre in Reykjavík and financing agreement with Íslandsbanki.
The transaction also required Reykjavík Data Center hf. to enter into a transmission agreement with Landsnet, the incumbent provider of access to the transmission system in Iceland and entry into a power purchase agreement with Landsvirkjun, the largest operator of hydroelectric power plants in Iceland, pursuant to which Landsvirkjun shall provide electricity to the data centre.
The power purchase agreement with Landsvirkjun is only the tenth agreement that Landsvirkjun has entered into since its foundation with a customer defined as a power intensive user and one of the first agreements which is certified as a green power purchase agreement, providing Reykjavík Data Center hf. with guarantees of origin, confirming that the purchase electricity derives from renewable energy sources.
BBA//Fjeldco acted as the lead counsel for Arion Bank hf. in complex financing of Icelandair Hotels.
The complexity derived essentially from three factors: i) the transaction is significant by Icelandic financial standards (matter value is classified); ii) the security provided was multidimensional and involved various complex assets; and iii) the financing was implemented in correlation with a transaction which involved a change of ownership of Icelandair Hotels.
BBA//Fjeldco acted as the Icelandic legal adviser to ABN AMRO, BNP Paribas, Danske Bank, HSBC, ING Bank, RaboBank and UniCredit in relation to a EUR 700 million sustainability-linked syndicated credit facility to Marel hf.
Marel hf. (NASDAQ: MAREL; AEX: MAREL) is a leading global provider of advanced food processing equipment, systems, software and services to the poultry, meat and fish industries.
Marel is by far the largest listed company in Iceland. This financing gives Marel increased operational and strategic flexibility and supports the company’s long term strategy. The margin incentive structure linked to Marel performance relating to the environment, gender equality and health and safety.