Bjarki H. Diego

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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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.   

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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 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//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 provided Reykjavík DC with legal advise with respect to i) the entry into a design and build agreement with respect to a new high-tech data center in Reykjavík, with ICT room Company B.V.; ii) the entry into financing agreements with Íslandsbanki hf.; iii) the entry into a transmission agreement with Landsnet, the incumbent provider of access to the transmission system in Iceland; and iii) the 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 center.

On 18 December 2019 Landsvirkjun (theNational Power Company) and Reykjavík DC hf., a new high-tech data centre inReykjavik, entered into a power purchase agreement pursuant to which Landsvirkjun shall provide electricity to the data centre up to 12 MW. Theagreement is no. 10 which Landsvirkjun has entered into with a customer whichis defined as a power-intensive user and the agreement is certified as agreen power purchase agreement. That means that Reykajvík DC hf. isprovided with guarantees of origin which confirm that the purchased electricityderives from renewable energy sources.

Lawyers Bjarki Diego and Tómas MagnúsÞórhallsson assisted and provided Reykjavík DC hf. with legal advice during thenegotiations with Landsvirkjun

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BBA//Fjeldco acted as a legal advisor to the Asian Development Banks in relation to a USD 250,000,000 loan facility to the Arctic Green Energy corporation and Sinopec Green Energy Geothermal Company Limited, provided in order to expand environmentally sustainable district heating services in the People's Republic of China.

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