Reff & Associates and Deloitte Romania provided both sell-side and buy-side assistance in the acquisition of Twispay by Elrond Network, a highlight deal for the Romanian and European market
25 March 2022
Reff & Associates | Deloitte Legal and Deloitte Romania assisted, via two different multidisciplinary teams, both the sellers and the buyer in the acquisition of the first e-money institution licensed in Romania, Capital Financial Services, which operates under the Twispay brand, by Elrond Network, the blockchain company founded in 2018 in Sibiu by Beniamin Mincu, Lucian Todea and Lucian Mincu, which now has an international presence. The closing of this transaction, in March 2022, following the National Bank of Romania approval, represents a significant milestone on the Romanian mergers and acquisitions (M&A) market.
On sell-side, Reff & Associates | Deloitte Legal, through Georgiana Singurel, Partner, Andreea Șerban, Senior Managing Associate, Iulian Maier, Senior Associate and Alexandru Ulici, Senior Associate, provided legal assistance to the sellers of Twispay during the entire competitive bid process, up to signing and closing of the transaction with the winning investor. Since the kick-off of the process and up to the finalization of the transaction, negotiations with several bidders have been conducted for over one year. Sell-side legal assistance covered the bid phases, assistance to the vendors during the bidders’ due diligence and the management meetings, structuring the transaction aware of regulatory constraints, preparing and negotiating the transaction documentation, including assistance during the fulfilment of the condition precedent. The Deloitte Romania Financial Advisory team acted as lead M&A advisor for the shareholders and coordinated the whole transaction process. Deloitte Tax team covered the sell-side fiscal implications.
On buy-side, Reff & Associates | Deloitte Legal team made of Andrei Burz-Pînzaru, Partner, Silvia Axinescu, Senior Managing Associate, Linda Ungureanu, Senior Associate, Dănuț Arion, Associate, Gabriela Ilie, Senior Managing Associate, Mihnea Radu, Senior Associate, Irina Picoș, Associate, and Andreea Zaharia, Managing Associate assisted Elrond during the legal due diligence process, the transaction negotiation, up to the signing and closing as well as the assistance and representation of the client in front of the National Bank of Romania for the purpose of obtaining the prior approval on the transaction. Deloitte Financial Advisory provided financial due diligence and sale-purchase agreement support services, while Deloitte Tax covered the buy-side fiscal implications, from tax due diligence to transaction structuring.
“I am glad that I had the opportunity to be assisted in this transaction by Deloitte and Reff & Associates| Deloitte Legal teams and I would like to express my full gratitude for their professionalism and contribution to making this deal happen. We have successfully completed a long and very complex project with the support of our trusted advisors, who acted in a distinctive and innovative manner in all phases of the transaction, as a fully integrated multidisciplinary team addressing all relevant angles (legal, regulatory, financial, tax) of the deal. I have worked closely with Dragos Cruceru who coordinated the entire transaction process, and I found in Andreea Șerban not only an excellent lawyer specialized in financial regulatory matters, but also a pragmatic, business oriented and balanced experienced negotiator. Georgiana Singurel effectively coordinated the legal stream, building the trust necessary for the successfully closure. Now is the time for Twispay to move to a new stage of development. We are confident that the new vision of Elrond Network will make a decisive contribution to the company's success and will strengthen its position in the segment of card issuing and online payment processing services,” said Raluca Avram, former director of Capital Financial Services S.A.
”The Deloitte and Reff & Associates teams that have worked on both sides of this landmark acquisition have been instrumental for establishing a firm bridge between technological breakthroughs and the European financial system. Thanks to their competent efforts, there is now a clear path for financial processes to be strengthened by highly secure, near instant and inexpensive transfers of value, that will soon take institutional, B2B and B2C relationships to a whole new level of efficiency, in a fully compliant and standardized manner,” said Beniamin Mincu, Elrond Network CEO.
“The acquired company is one of the only two players licensed by NBR as e-money institution and over the last year we have been involved in multiple streams of negotiations on the transaction documentation with many players who expressed their interest in the acquisition. This sophisticated deal entailed a high degree of legal and regulatory complexity, being one of the few M&A projects in the e-money industry in Romania. We are grateful to our client for the trust in our team’s technical expertise and understanding of its business, integrity, professionalism, negotiation skills and I am happy that our knowledge and dedication has contributed to the success of the transaction. The fact that the winning bidder was also assisted by our law firm makes this deal even more special to us,” said Georgiana Singurel, Partner at Reff & Associates | Deloitte Legal and head of the Corporate and M&A practice.
“The acquisition of Twispay by Elrond Network is a premiere from multiple perspectives: it is not only the first M&A deal in e-money sector in Romania, but also an acquisition of relevance for the financial sector beyond Romanian borders, given that Elrond Network, which we had the pleasure to assist, is the developer of an internationally known blockchain architecture which is looking to build upon blockchain’s potential contribute to the evolution of finance. Last but not least, it is an honor for us that both parties to the transaction trusted our firm with their interests,” said Andrei Burz-Pinzaru, Partner at Reff & Associates | Deloitte Legal.
“We are honoured that Deloitte proved to be the most reliable partner for both parties involved in this transaction. Our professionals not only delivered excellent qualitative work, but at the same time I believe that we offered the perfect mix of services through our multi-disciplinary teams, which were separated by Chinese Walls and acted in the best interest of their own client. I thank to all the actors involved in the transaction for their trust in us. The entire exercise was complex and lengthy and was successfully finalized due to the excellent adaptability shown during the entire period, which I think was a decisive factor in this transaction,” said Radu Dumitrescu, Financial Advisory Partner-in-Charge, Deloitte Romania.
The team which assisted Twispay owners was made of Radu Dumitrescu, Partner-in-Charge, Dragos Cruceru, Deputy Director, Ruxandra Vasile, Associate, and Sabina Preda, Associate, from the Financial Advisory team; Georgiana Singurel, Partner, Andreea Serban, Senior Managing Associate, Iulian Maier, Senior Associate, and Alexandru Ulici, Senior Associate, from Reff & Associates | Deloitte Legal; Daniel Grigore, Senior Manager, and Loredana Ilea, Senior Manager, from Deloitte Tax.
Elrond Network SRL was assisted by a team made of Andrei Burz-Pinzaru, Partner, Silvia Axinescu, Senior Managing Associate, Linda Ungureanu, Senior Associate, Danut Arion, Associate, Gabriela Ilie, Senior Managing Associate, Mihnea Radu, Senior Associate, Irina Picos, Associate, and Andreea Zaharia, Managing Associate, from Reff & Associates | Deloitte Legal; Vlad Balan, Director, Laura Lica Banu, Director, Marius Vasilescu, Director, Simona Dineata, Manager, Silvia Mihu, Senior Associate, and Angelika Lech, Senior Associate, from Deloitte Romania’s Financial Advisory practice; Dan Badin, Partner, and Ioana Nastase, Senior Manager, from the Deloitte Romania Tax practice.
Reff & Associates | Deloitte Legal is recognized as a leading law firm in Romania for the quality of services and ability to deliver solutions on complex legal matters. The areas of practice include banking and finance, competition law, employment law, energy and environment law, insolvency law, legal management consulting, litigation, mergers and acquisitions, public sector, real estate. The firm represents in Romania Deloitte Legal, a global network with more than 2,500 lawyers in 80 countries.