CEELM: First, congratulations on your work on the deal picked by our jurors as the Deal of the Year!
Badurova: Thank you!
Srubar: Indeed, thank you!
CEELM: At what stage of the deal did you become involved?
Srubar: Our office was involved from the very beginning of the deal. It all started with a simple NDA (which turned out to be anything but). After the NDA was signed, the companies started to get to know each other, and negotiations began.
CEELM: What were the main challenges at that NDA stage which complicated things?
Srubar: I wouldn’t say that there was something complicated, but the negotiation process and additional requirements for that document showed that we were at the beginning of something bigger than casual business cooperation.
CEELM: Can you describe the deal for us and Srubar & Partners’ role in making it happen?
Badurova: The purpose of the deal was the sale of the Czech Mall Group company in its entirety, including all its subsidiaries – meaning e-commerce and logistics companies in five countries – to the Polish Allegro e-commerce platform. The vision then and now is to create the best e-commerce platform within the CEE region and help it expand further to face competition from overseas.
Our main role during the deal was to lead the due diligence process and review and amend transactional documentation mainly from the perspective of the target.
CEELM: How did you land the mandate and what do you believe it was about the team that got it for you?
Srubar: We have broad experience with transactional procedures, and we were highly trusted by the target’s shareholders. It is known about us that we always go the extra mile to make any difficult deal happen or get any unsolvable issues solved.
CEELM: What were the most complex aspects of the deal from a legal perspective? And what were some of the biggest difficulties faced in the process?
Srubar: It was the most complex due diligence – in which a vast number of advisers on the buyer´s side were involved. We were dealing with an enormous number of additional questions which had to be answered or analyzed. The entire process was subject to many jurisdictions across the region, which gave rise to a lot of potential conflicts between the laws of all the countries involved in the transaction and the deal’s documentation, which was driven by UK law. The biggest difficulties were the extremely extensive working hours and the stressful push from all parties involved.
CEELM: Can you give us some examples of situations where local legislation was a roadblock? And how did you overcome those barriers?
Badurova: We would love to be able to share with you more details about our work and those challenges but, unfortunately, that is all confidential.
CEELM: In contrast, what, in your opinion, went particularly smoothly and what do you believe contributed to it?
Srubar: From our side, the teamwork and especially our own team’s cooperation went super smoothly. Everybody simply put all their things aside and we worked as one mind and one body – and that was impressive to see in action.
CEELM: What do you believe we can expect next from the targets – the Mall Group and WeDo CZ – now that the deal is concluded?
Badurova: The Mall Group and WeDo will become part of Allegro and will help it to achieve the goal of becoming both the most successful and the biggest platform in the whole CEE region. Together, they will allow Allegro to face even its biggest competitors in the world.
CEELM: Why do you believe the judges voted for this deal over the others?
Srubar: We believe that the deal is one of the most impactful in the whole CEE region in recent times and it can change how e-commerce works, not only in the CEE region but also globally. We are proud that we could be part of it.
CEELM: How do you imagine it would impact e-commerce beyond CEE?
Badurova: We believe that, in some time, we could see it inspire other players from our region to aspire towards having a wider world impact.
CEELM: In your view, what is the significance of this deal for the wider CEE market?
Badurova: We believe that its significance is enormous because, together in CEE, we showed that we could build a platform that can be perceived not only as a regional platform but also as an e-commerce service and technology company changing the way people experience their shopping.
CEELM: And do you believe we can expect other similar deals in the near future? Why/Why not?
Badurova: This transaction was unique in the region, and it would be difficult to look for any similar transactions in the near future, but anything can happen. However, we manage all our cases with the same level of quality and enthusiasm, and we are always looking forward to future challenges.
This article was originally published in Issue 10.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
