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Santierul Naval 2 Mai acquires the majority stakehold in Damen Shipyards Mangalia (formerly known as Daewoo Mangalia Heavy Industries) – January 2019

January 12, 2019

Mocanu si Asociatii advised Santierul Naval 2 Mai, a state-owned company, in the acquisition of a 2% stake in Damen Shipyards Mangalia (the former Daewoo Mangalia Heavy Industries S.A., Romanian shipyard, specialized in ship building and ship repairing activities).

The highly complex transaction entailed the acquisition of a 2% stake of the total shares owned by Damen Holding BV (acquired, in its turn, from the former Korean partner, Daewoo Shipbuilding & marine Engineering), Santierul Naval 2 Mai thus becoming the majority shareholder in Damen Shipyards Mangalia. Mocanu si Asociatii was involved in the project and advised Santierul Naval 2 Mai (respectively, the Ministry of Economy, as majority shareholder of Santierul Naval 2 Mai) in the structuring of the transaction (the sale of shares and assignment of certain receivables held by Damen Holding BV against Damen Shipyards Mangalia), the negotiation of the share transfer and debt assignment agreement and the notification of the Romanian Competition Council on certain aspects of the transaction.   

The most challenging aspects of the transaction, on which Mocanu si Asociatii advised Santierul Naval 2 Mai consisted in the identification and implementation of a legally practical solution to accommodate and facilitate the acquisition of the majority stake by the Romanian partner (Santierul Naval 2 Mai), while the management and operational control over the Mangalia shipyard remains with the Dutch partner (Damen Holding B.V.), as well as the obtaining of two favorable decisions from the Competition Council, both regarding the transfer of the 2 % of the shares held by Damen to Santierul Naval 2 Mai, and regarding the assignment of receivables held by the Dutch partner to the Romanian party, followed by the compensation of the respective debts with shares of Damen Shipyards Mangalia (debt to equity swap).