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COTRA LAW ASSISTS THE FRENCH HEPPNER GROUP WITH ITS STRATEGIC ACQUISITION OF BELGIAN DINA LOGISTICS

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CoTra Law assisted the French Heppner Group with its strategic acquisition of Belgian Dina Logistics

Dina Logistics is specialised in transport, logistics, distribution and warehousing (at locations in Ternat, Deinze and Vilvoorde).

With this strategic acquisition, the French Heppner Group, one of the larger independent European players in the transport and logistics sector, expands its activities in Belgium.

CoTra’s transaction team assisted the purchaser during the entire transaction, with drafting the transaction documents (a.o. purchase agreement, representations and warranties, …), conducting the negotiations and the successful closing of this deal.

If you have any questions, please reach out to Kurt Faes and Davy Smet.

COTRA LAW ASSISTED TOI TOI & DIXI INTERNATIONAL WITH ITS STRATEGIC ACQUISITION OF THE HOBO – LIEKENS GROUP

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CoTra Law assisted the German Toi Toi & Dixi International Group with its strategic acquisition of Hobo NV and Liekens NV.

Hobo and Liekens are specialised in the rental of portable toilets, showers and sanitary containers, as well as industrial cleaning and well emptying.

CoTra’s transaction team assisted the seller during the entire transaction, with drafting the transaction documents (a.o. letter of intent, purchase agreement, representations and warranties, …), conducting the negotiations and the successful closing of this deal.

Frank Feuerstacke, Chief Operating Officer of Toi Toi Dixi International said: “It was a great pleasure to work with the CoTra Law team. They catch all the details while applying a good business sense and healthy pragmatic approach to lead the transaction to a success. I’m already looking forward to the next joint project.”

If you have any questions, please reach out to Kurt Faes and Davy Smet.

COTRA LAW ASSISTED JO NEEFS WITH HIS INVESTMENT IN RESITEC NV

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CoTra Law assisted Jo Neefs with his investment in Resitec NV.  Together with Koramic, Jo Neefs will further build and expand the activities of Resitec NV.

Resitec NV is specialized in installing industrial synthetic resin applications, such as epoxy and PU floors, (including HACC), wearing layers, waterproofings, groutings, injections and concrete repairs.

CoTra’s transaction team assisted Jo Neefs during the entire transaction, with drafting the transaction documents (a.o. letter of intent, purchase agreement, representations and warranties, shareholders’ agreement …), conducting the negotiations and the successful closing of this deal.

If you have any questions, please reach out to Kurt Faes and Davy Smet.

COTRA LAW ASSISTED YVES WALSCHAP WITH THE SALE OF A MAJORITY STAKE IN Z-TECH BV TO PLUG21

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CoTra Law assisted Yves Walschap with the sale of a majority stake in Z-Tech BV (Zelektro.be) to Plug21.

Zelektro.be is the Belgian B2C e-commerce reference player in electrical installation material and home automation advice.

CoTra’s transaction team assisted the seller during the entire transaction, with drafting the transaction documents (a.o. letter of intent, purchase agreement, representations and warranties, …), conducting the negotiations and the successful closing of this deal.

If you have any questions, please reach out to Kurt Faes and Davy Smet.

COTRA ASSISTED ROYAL TERBERG GROUP WITH THE SALE OF TERBERG SPECIALS BELGIUM NV TO VETH AUTOMOTIVE B.V.

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CoTra assisted Royal Terberg Group with the sale of Terberg Specials Belgium NV to Veth Automotive B.V.

Royal Terberg Group exists since more than 150 years and is with 38 operating companies in 13 countries active as an independent multinational supplier of special vehicles and vehicle systems.

The sale of its Car and Van Modification division, of which Terberg Specials Belgium NV is part, fits in the strategy of Royal Terberg Group to focus on its activities where it currently has a strong market position or where it can develop such position.

CoTra’s transaction team assisted Royal Terberg Group with the Belgian aspects of this deal, together with Reinier Bax of Wenkbach advocaten for the Dutch aspects.

If you have any questions, please reach out to Kurt Faes or Davy Smet.

See also:

https://www.royalterberggroup.com/en/news/veth-automotive-acquires-terberg-specials/

COTRA ASSISTS THE BAYARD PARTNERSHIP CVBA IN THE ACQUISITION OF ALL SHARES IN UNICON SOLUTIONS NV

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CoTra assists The Bayard Partnership CVBA in the acquisition of all shares in Unicon Solutions NV. 

Unicon Solutions NV is an international executive consultancy firm in the field of ICT-consultancy. See also www.unicon-solutions.com

CoTra’s assisted The Bayard Partnership’s negotiation team in the successful closure of this important share deal.

If you have any questions, please reach out to Kurt Faes or Davy Smet. 

COTRA ASSISTS PURCHASER IN THE ACQUISITION OF ALL SHARES IN PUMPTECH BV

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CoTra assists the purchaser in the acquisition of all shares in Pumptech BV. 

Pumptech BV is mainly active in the import, distribution, installation, maintenance and repair of all types of water pumps for various industries (e.g. building technique pumps HAVC, road and parking pumps, water purification and process pumps, heat pumps, etc.). See also www.pumptech.be 

CoTra’s transaction team assisted the purchaser with the execution of a legal due diligence, as well as negotiating and successfully closing this share deal.

If you have any questions, please reach out to Kurt Faes or Davy Smet.

COTRA ASSISTED TERUMO EUROPE NV ON THE BELGIAN CORPORATE LEGAL ASPECTS OF THE ACQUISITION OF QUIREM MEDICAL B.V.

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CoTra assisted Terumo Europe NV on the Belgian corporate legal aspects of the acquisition of Quirem Medical B.V.

Terumo Europe, having its EMEA headquarters in Leuven, is a core player in the EMEA healthcare market by providing best in class quality products and services.  

Quirem Medical B.V. is a healthcare company specializing in the development of next-generation microspheres for Selective Internal Radiation Therapy (SIRT), a treatment for liver tumors.

If you have any questions, please reach out to Davy Smet

Press:

https://www.terumo-europe.com/en-emea/news/terumo-acquires-quirem-medical-to-enhance-its-interventional-oncology-field

https://markets.ft.com/data/announce/detail?dockey=600-202007150205CANADANWCANADAPR_C9393-1

YOUR ANNUAL SHAREHOLDERS’ MEETING DURING THE CORONA-CRISIS

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In the framework of the current corona-crisis and the upcoming annual shareholders’ meetings, Minister of Justice Koen Geens has adopted resolutions regarding the temporary flexibilization of the corporate rules so annual shareholders’ meetings can occur pursuant to the obligatory rules in the fight against the corona-crisis. Companies and associations can apply these flexibilizations regardless of the rules set out in their Articles of Association.

  • Modified organization of the annual shareholders’ meeting

The annual shareholders’ meetings which have been or have to be convened prior to 19 April 2020 (this date can be delayed by the King in case the corona-measures are delayed), the Board of Directors is granted the authority to decide that the annual shareholders’ meeting will be held at the usual date, however via electronic or written means, as the case may be in combination with a vote by proxy. The shareholders will only be able to grant a proxy to the person designated by the Board of Directors.

  • Postponement of the annual shareholders’ meeting

The annual shareholders’ meeting, even if it has been convened already, can be postponed until ten weeks following the ultimate date (i.e. 30 June for companies with a financial year parallel to a calendar year and consequently the annual shareholders’ meeting can be postponed until 7 September 2020).

  • Written resolutions by the Board of Directors

In all circumstances, the Board of Directors can adopt unanimous written resolutions.

In addition, the Board of Directors is provided with the possibility to deliberate and decide via electronic communication which allows for a discussion between the directors.

The aforementioned flexibilizations are also applicable to non-profit associations.

If you have any questions, please feel free to contact Davy Smet.

HOW THE CAC IMPACTS YOUR COMPANY AS OF 1 JANUARY 2020

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The new Belgian company code has entered into force for some time now. Regardless of whether you undertake any action, the new Belgian company code will have an inevitable impact on your company as of 1 January 2020. The most important changes are, among others, the new names and abbreviations, capital that will be abolished for some companies and the rules governing the functioning of the general meeting and the board of directors that will be modified.

With effect as of 1 January 2020, the Companies and Associations Code (“CAC”) will also become applicable to companies which already existed on 1 May 2019. Even if you haven’t brought your Articles of Association in line with the CAC, the CAC will have an important impact on your company as of 1 January 2020.

The mandatory provisions of the CAC will become applicable.  Provisions included in your Articles of Association or agreements which are contrary to these mandatory provisions are considered to be non-existent.

The supplementary provisions of the CAC will also become applicable unless the Articles of Association of your company deviate from these provisions.

Below you will find an overview of the most important changes which may have an impact on your company as of 1 January 2020:

  • The new names and abbreviations become applicable without the need to change the Articles of Association. For example: “Besloten Vennootschap met Beperkte Aansprakelijkheid” becomes “Besloten Vennootschap” and the abbreviation “BVBA” becomes “BV”.
  • The capital concept is abolished for the Private Limited Liability Company (Besloten Vennootschap) and the Cooperative Company (Coöperatieve Vennootschap).
  • The paid-up capital of the Private Limited Liability Company and the Cooperative Company, as well as their legal reserves, will, by way of law and without fulfilling any formality, be converted into a statutory unavailable equity account with effect as of 1 January 2020.
  • A Private Limited Liability Company can only distribute profit considering the balance and liquidity test.
  • In principle, the entire equity of a Private Limited Liability Company will be available for distribution taking into account the application of the aforementioned double distribution test and the fact that a modification of the Articles of Association will be required if (part of) the statutory unavailable equity is distributed.
  • Distributing the profit of the previous financial year which has not been approved and the profit of the current financial year is made possible.
  • The rules regarding the alarm-bell procedure are amended.
  • Possibility to contribute work in a Private Limited Liability Company.
  • All shares in a Public Limited Liability Company (Naamloze Vennootschap) and a Private Limited Liability Company can in the future be owned by one shareholder.
  • A Public Limited Liability Company and a Private Limited Liability Company can issue all categories of securities (for example convertible bonds).
  • Directors, members of the executive committee and the supervisory board perform their mandate on a self-employed basis. 
  • The rules regarding daily management will become more flexible. In a Private Limited Liability Company, it will be possible to set up a daily management body. In addition, the definition of “daily management” is elaborated.
  • The rules regarding conflicts of interests in a Public Limited Liability Company and a Private Limited Liability Company are made stricter and also become applicable to Cooperative Companies.  
  • The new rules regarding director’s liabilities (including the cap on director’s liabilities) become applicable to management faults which occurred after the CAC has become applicable to your company. Management faults which have occurred before the CAC became applicable to your company remain subject to director’s liability regime of the Company Code.
  • In the future, written resolutions adopted by the board of directors will always be possible, even if the Articles of Association do not include such option.
  • The permanent representative of a director-legal person always has to be a physical person. This physical person can only have a seat in the board of directors in one capacity.
  • The voting procedure during a general meeting is amended, for example the neutralization of abstentions. For certain companies this may have an impact on the existing balance between shareholders.
  • Broader possibilities for electronic communication. Companies can include an e-mailadress and/or website in their Articles of Association and the shareholders can communicate an e-mailaddress via which they wish the company communicates.

With effect as of 1 January 2020, the CAC will thus have an important impact on your company and its functioning.

Finally, we want to remind you that all companies at the occasion of the first modification of their Articles of Association after 1 January 2020 immediately and entirely have to bring their Articles of Association in line with the CAC, unless the modification of the Articles of Association results from the application of the authorized capital, the exercise of subscription rights or the conversion of convertible bonds. In any case, the Articles of Association have to be amended by 1 January 2024 at the latest.

For more information you can always contact us via davy.smet@cotra.law or kurt.faes@cotra.law.