On Monday, April 4, 2016, CEE Legal Matters reported that Tuca Zbarcea & Asociatii has advised the international media group Ringier on its majority stake acquisition of Imobiliare.ro — Romania’s largest real estate portal.
Ringier Chief Legal Officer Adrian Dudle agreed to answer Five Questions about the deal.
According to a Ringier press release, “the transaction will also create synergies with Ringier’s existing Romanian activities, thus enabling them to develop further.” Can you elaborate for our readers briefly what sort of synergies were targeted specifically?
A.D: Ringier is looking at synergies related to marketing, sales, and product development, mostly. As far as marketing is concerned, we can obviously better cross-promote our brands and add value to imobiliare.ro's brand equity by better communicating it on our content platforms and thus increasing not only awareness but also traffic and leads.
There is also a pool of data that is being enhanced by adding imobiliare.ro to our portfolio helping us in better targeting our users with appropriate advertising, content and to provide better conversions to our clients on all our platforms.
In sales we can use our capabilities (sales team, data, and marketing knowledge in general) to increase digital advertising revenues on imobiliare, including programmatic display, native, etc.
In product development there will be a constant exchange of knowledge between Ringier's job board eJobs and imobiliare and also the synergistic use of skilled human resource (i.e., web developers, product managers).
Ringier Romania already operates more than 30 print products and online platforms, including the Libertatea tabloid title and the Romanian edition of ELLE. What, if any, level of complexity will the addition of a real estate platform add in terms of work carried out by the in-house legal team?
A.D: Apart from additional operational issues deriving from the newly acquired business whose legal aspects will mostly be dealt with by our local in-house counsel, the acquisition of Realmedia Network S.A. and its subsidiaries will result in a somehow increased complexity in the field of corporate law and governance to be supervised on a group level.
Beyond its general reputation, can you elaborate on what it was about Tuca Zbarcea & Asociatii that led you to choose them as external counsel?
A.D: Dragos Apostol, the Partner in charge at Tuca Zbarcea & Asociatii, was known to us from a previous transaction when he was retained by the counterparty. He gave us quite a hard time during the negotiations so that we felt it would be better to have him on our side this time...
What was the most complicated/challenging aspect of the Imobiliare.ro acquisition, from your perspective, and how was it resolved?
A.D: The most sensitive issue (once more!) was to deal with the fact that some of the sellers were members of the management which we absolutely wanted to retain as managers (and shareholders) post closing. Thus, whilst trying to preserve our best interests as buyers during the negotiations, we had to be careful not to "upset" them too much in view of the future common undertaking...
What was the nature of your involvement in the matter? Did you step back and let the Tuca team handle it from A to Z, with your supervision, or were you personally involved in the negotiations, or was there some other arrangement? Can you elaborate?
A.D: I was personally involved in the negotiations (which took partly place physically in Romania), in particular with regards to the structuring and the main topics of the transaction. However, I was at all times assisted by external (local) counsel; this was - typically - the case during the last days prior to signing and closing respectively.
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