Bjarki H. Diego

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.

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 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 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 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 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 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.

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

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 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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