Halldór Karl Halldórsson

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 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.

‍

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 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 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 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.

‍

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 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.