BBA // FJELDCO

Recent cases

Takeover bid of all shares, issued by Skeljungur hf.

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.

Merger between TM hf., Lykill fjármögnun hf. and Kvika banki hf

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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Takeover bid of all shares issued by Heimavellir hf.

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.

Legal adviser to Lucinity group

BBA//Fjeldcoprovided legal advice to the start-up company, Lucinity Group ehf., in relationto two rounds of financing amounting to USD 8.1 million as well all corporatematters relating thereto. Lucinity Group ehf. specializes in the development ofartificial intelligence solutions in the field of anti-money laundering. Thesolution empowers its clientele, ranging from digital microbanks to tier 1 USbanks, to detect unusual behavior and transactions improving review efficiency.

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BBA//Fjeldco represented Total Specific Solutions in the purchase of all shares in DK Hugbúnaður ehf.

The Dutch company Total Specific Solutions has completedthe purchase of all shares in the Icelandic software company DK Hugbúnaður ehf.BBA//Fjeldco represented the buyer during the transaction. The firm’s lawyersconducted a legal due diligence on DK Hugbúnaður and provided the buyer withlegal advice regarding the transaction. In addition, they worked closely withthe sellers’ lawyers on documentation and closing of the transaction. Thetransaction is one of the largest corporate transactions of the year in Icelandand among the largest foreign investments in an Icelandic company in a longtime.

Kvika banki hf.

BBA//Fjeldco acted as a legal advisor to Kvika banki hf. in relation to ISK 2,406,000,000 acquisition of all shares issued by Gamma Capital Management hf., an asset management company in Iceland.