Summary

Official Gazettes of Cyprus Part B Nos 5356 (of 8 Apr. 2022), 5358 (of 15 Apr. 2022), 5359 (of 21 Apr. 2022), 5360 (of 27 Apr. 2022), 5361 (of 29 Apr. 2022), 5363 (of 6 May 2022), 5365 (of 13 May 2022), 5367 (of 27 May 2022), 5369 (of 3 Jun. 2022) , 5370 (of 10 Jun. 2022), 5372 (of 17 Jun. 2022) and 5373 (of 24 Jun. 2022) - Cross Border Mergers & Acquisitions, Liquidation Notifications and Concentration Notifications of interest

Cross Border Mergers and Acquisitions of interest:

8 April 2022

Goldman Sachs Group Inc. (registered in: Delaware, United States), intends to acquire the share capital of Xempus AG (registered in: Germany, controlled exclusively by HPE Growth B.V. a company registered in The Netherlands).

15 April 2022

Dorsel (B.A.Z.) Ltd (registered in Israel and member of the Synel group) and Ari Real-Estate (Arena) Investments (registered in Israel) intend to acquire My Mall Limassol, which comprised of the following four Cyprus companies: Tiffany Investments Ltd., Pearland Investments Ltd., AML Malls Holding Ltd. and MIM Services Ltd., via the special purpose vehicle Limassol Ltd (registered in Israel).

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.057, Decision No. 69/2021) the acquisition of Intersect ENT, Inc. of Delaware, United States, by Medtronic Inc., of Minnesota, United States.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.058, Decision No. 70/2021) the acquisition of ABC Farmaceutici S.p.A. of Italy by Advent International Corporation of Boston, United States, via AI ICE & CY S.C.A. of Luxembourg.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.066, Decision No. 82/2021) the acquisition of Clearcode Services S.A. of Poland by KKCG Technologies s.r.o. of the Czech Republic (subsidiary of KKCG AG that is controlled by Valea Foundation a private fund established in accordance with the laws of Lichtenstein; KKCG Technologies s.r.o. is active in Cyprus via OPAP AS and Neurosoft SA) via Aricoma Group AB of Sweden.

KRONOSPAN HOLDINGS P.L.C. (registration no. HE 774898, registered in Tagmatarchou Pouliou 9, 2nd floor, Grayoak House, 1101 Agios Andreas, Nicosia Cyprus) intends to acquire KM spółka z ograniczoną odpowiedzialnością (registration no. 0000501753, registered in Mielec (39-300) Wojska Polskiego 3, Poland).

Lindsell Enterprises Ltd (registration no. HE 84892, registered in Berginas 5, Annex 3, Mall of Cyprus, 1st floor, Strovolos, 2025 Nicosia, Cyprus) intends to acquire Substance Finance S.á.r.l. (registration no. B120457, registered in rue de la Poste, L-2346 Luxembourg).

BOG'ART Holding Management S.A. (registration no. J40/4660/2019, registered in 27 Ion Brezoianu Street, 5th floor, Office 1, District 1, Bucharest, Romania) intends to acquire BOG'ART Holding Cipru Ltd (registration no. HE255091, registered in Kyriakou Matsi 16, Eagle House, 3rd floor, CY-1082 Nicosia, Cyprus)

21 April 2022

Refinitiv US LLC of Delaware, United States, intends to acquire the share capital of Global Data Consortium, Inc. of North Carolina, United States, via Paramount NC Merger Sub. Inc. a special purpose vehicle for the intended acquisition established in North Carolina, United States, that indirectly belongs to London Stock Exchange Group plc.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.076, Decision No. 3/2022) the acquisition of share capital of Playtech plc of the Isle of Man by Aristocrat Leisure Ltd of Australia via Aristocrat (UK) Holdings Ltd of the UK.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.063, Decision No. 74/2021) the acquisition of Chompi CC Networkings Ltd (established in Israel) by IronSource Ltd (established in Israel and traded in the NYSE).

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.059, Decision No. 77/2021) the acquisition of the share capital of Tapjoy Inc. of Delaware, United States, by IronSource Ltd (established in Israel and traded in the NYSE).

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.065, Decision No. 78/2021) the acquisition of the share capital of Project ABC Holdco (Jersey) Ltd, a holding company holding all shares of Moonbug Entertainment Ltd, by Blackstone Inc., traded in the NYSE, via Lunar Bidco Ltd, a special purpose vehicle incorporated in Jersey.

Tyco Electronics Group S.A. (registration no. B123549, registered address: 46, Place Guillaume II, L-1648 Luxembourg) intends to acquire Acalon Holdings Ltd. (registration no. HE 151604, registered address: Anastasiou Leventi 5, Leventis Galeri Tower, 8th floor, 1097 Cyprus).

The merger of Adianti Ltd (registration no. HE 417854, registered address: Basileiou Bruonides 6, Gala Court Chambers, 3rd floor, Office 301, 3095 Limassol, Cyprus) and Ren Holding B.V. (registration no. 20144853, registered address: 411 Strawinskylaan, 1077XX, Amsterdam, The Netherlands) has been completed and the Cyprus company is the surviving one.

4Js Anonumi Etaireia Kataskeuon, Metatropon kai Ekmetalleusis Ktirion (registration no. 002323901000, registered address: Frangoekklisias 9, 15125 Marousi, Athens Greece) and Schema Properties Ltd (registration no. HE 360592, registered address: Giannis Kranidiotis 10, Nice Day House, Office 301, 1065 Nicosia, Cyprus) intend to merge.

Elias Balabanis Anonymi Emporiki Etaireia - Yalourgika Proionta (registration no. 027144340000, registered address: Biomihaniki perioxi Larissas, 41500 Larissa, Greece) and Dermotil Ventures Ltd. (registration no. HE290624, registered address: Naxou 4, 1070 Nicosia, Cyprus) intend to merge.

27 April 2022

Allianz SE, a German company, intends to acquire the assets of Aetna Global Benefits (UK) Ltd, a UK company, via AWP Health & Life SA, a French company.

29 April 2022

The North of England Protecting and Indemnity Association Ltd, a UK company, The North of England Mutual Insurance Association (Bermuda) Ltd, a company incorporated in the Bermudas, and The Standard Club Ltd., a company also incorporated in the Bermudas, intend to merge.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.061, Decision No. 75/2021) the acquisition of share capital of Global Processing Services Group Ltd (a UK company) by investment funds managed and/ or advised by Advent International Corporation of Delaware, United States, and Viking Global Investors, a company supervised by the Securities and Exchange Commission of the United States.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.055, Decision No. 76/2021) the acquisition of share capital of Apolloneio Idiotiko Nosokomeio Public Company Ltd (a Cyprus public company) by portfolio companies of Capitals CVC via Hellenic Healthcare Holding (Cyprus) Ltd, a special purpose vehicle owned by Hellenic Healthcare Holding Single Member S.A., a Greek company.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.069, Decision No. 80/2021) the acquisition of share capital of Getaroom Inc. of Delaware, United States, by Booking Holdings Inc., a company incorporated in Delaware, United States and traded in NASDAQ Global Select Market, via Unicorn Subsidiary Inc., a special purpose vehicle.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.070, Decision No. 81/2021) the acquisition of share capital of Biosynth Beteiligungs AG by KKR & Co. Inc., a company traded in the NYSE, (via Kohlberg Kravis Roberts & Co. LP, a company incorporated in Delaware, United States, and registered with the Securities and Exchange Commission of the United States, and Gallus Bidco Ltd., a special purpose vehicle incorporated in the UK) and Dr. Urs Spitz, the founder, CEO and President of Biosynth Beteiligungs AG.

6 May 2022

CYCMC II Ltd, a Cyprus company, which later shall be acquired by PIMCO Group via B4 Galium Holding S.a.r.l., a company incorporated in Luxembourg, intends to acquire a portfolio of non-performing loans of the Bank of Cyprus Public Company Ltd.

KKR & Co Inc. intends to acquire the share capital of Barracuda Parent LLC, a company incorporated in California, United States, via Atlantic Holding Parent Inc., a special purpose vehicle incorporated in Delaware, United States.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.074, Decision No. 1/2022) the acquisition of joint control over Razer Inc., a company incorporated in California, United States, and traded in the Hong-Kong Stock Exchange, by CVC Capital Partners SICAV-FIS S.A. (via Sidewinder Holdings Ltd., a special purpose vehicle incorporated in Jersey) and natural persons.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.075, Decision No. 2/2022) the acquisition of voting rights of Vonage Holdings Corp, a Delaware company, by Telefonaktiebolaget LM Ericsson, a company incorporated in Sweden and traded in NASDAQ in Stockholm and New York, via Ericsson Muon Holding Inc., a special purpose vehicle incorporated in Delaware, United States.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.060, Decision No. 71/2021) the acquisition of share capital of Kiwi VFS Sub I S.a.r.l., a Luxembourg company, by investment funds that receive advise and/or are managed by companies connected to Blackstone Inc., a company traded in NYSE, via Speed Bidco S.a.r.l., a special purpose vehicle.

The Cyprus Commission for the Protection of Competition approved (Case No. 08.05.001.021.010, Decision No. 73/2021) approved the acquisition of exclusive control over the enterprise comprised of the platform of non-performing loans and management of immovable property that is controlled by Alpha Bank Cyprus Ltd. and Agi-Cypre Ermis Ltd., by Altamira Asset Management Cyprus Ltd, a Cyprus company subsidiary of Altamira Asset Management S.A., a company incorporated in Spain.

DAS Energy GmbH, a company incorporated in Austria (registration no. FN 354548w, registered address: Ferdinand Graf von Zeppelin Straße 18, 2700 Wiener Neustadt) and DAS Energy Ltd., previously Bekrano Enterprises Ltd., of Cyprus (registration no. HE 325884, registered address: Basilis Michaelides 9, 3026 Limassol) intend to merge.

CVC Capital Partners SIVAC-FIS S.A., a Luxembourg company, intends to acquire the share capital of International Design Surfaces Investments S.L., a Spanish company, via Almazora Acquisitions, S.L.U., a special purpose vehicle incorporated in Spain.

Penta Investments Ltd, a Cyprus company (registration no. HE 428480, registered address: Agias Phylakseos & Polygnostou 212, C&I Centre, 2nd floor, 3082 Limassol), intends to acquire Penta Investments s.r.o., a Czech company (registration no. 241 82 451, registered address: Na Florenci 2116/15, Nové Město, 110 00, Prague 1).

Penta Investments Ltd, a Cyprus company (registration no. HE 428480, registered address: Agias Phylakseos & Polygnostou 212, C&I Centre, 2nd floor, 3082 Limassol), intends to acquire Penta Investments sp.z.o., a Polish company (registration no. KRS 0000372318, registered address: Nowogrodzka 21, 00-511 Warsaw).

Penta Investments Ltd, a Cyprus company (registration no. HE 428480, registered address: Agias Phylakseos & Polygnostou 212, C&I Centre, 2nd floor, 3082 Limassol), intends to acquire Penta Investments s.r.o., a Slovakian company (registration no. 47258 896, registered address: Digital Park II, Einsteinova 25, 851 01, Bratislava).

Saebol fjarfestingafelag ehf. of Iceland (registration no. 551007-1030, registered address: Glerargotu 30, Akureyri) intends to acquire Esja Shipping Ltd, a Cyprus company (registration no. HE 199033, registered address: Nafpliou 15, 3025 Limassol), and Esja Seafood Ltd, also a Cyprus company (registration no. HE 205441, registered address: Nafpliou 15, 3025 Limassol).

27 May 2022

bd-capital Partners Ltd, a UK company, and Bridgepoint SAS, an assets management company, intend to create a common enterprise by contributing SportPursuit Ltd, a UK company, and Private Sport Shop, a company incorporated in France, respectively.

Kering Eyewear S.p.A., a company incorporated in Italy, intends to acquire the share capital of Maui Jim Inc., a company incorporated in Illinois, United States, via Huipu Corp, a special purpose vehicle incorporated in Delaware, United States.

Caplinko Ltd., a Cyprus company (registration no. HE 221178, registered address: Kritis 32, Papachristophorou Building, 3087 Limassol) intends to merge with Caplinko Holding GmbH, an Austrian company (registration no. 563239v, registered address: Witzelsbergergasse 26-28/402, 1150 Vienna).

F.A. Food Art Holding GmbH, an Austrian company (registration no. 568490s, registered address: Laxenburger Straße 250, 1230 Vienna) intends to merge with F.A. Food Art Enterprises Ltd., a Cyprus company (registration no. HE 184264, registered address: Kosta Charaki 12, 3041 Limassol).

3 June 2022

Astorg Fund VIII, SCSp, a special partnership of limited responsibility managed by Astrong Asset Management S.á.r.l., which is a management company aproved as Alternative Investment Fund Manager by the regulatory authority of Luxembourg, intends to acquire the share capital of Corden Pharma Holding S.E., a Luxembourg company, and Corden Pharma US Holdings, Inc., a company incorporated in Delaware, United States.

Pacific Investment Management Company LLC intends to acquire an investment package of Hellenic Bank, a Cyprus bank, which includes the share capital of Kohira Holdings Ltd., a Cyprus company, the share capital of APS Debt Servicing Cyprus Ltd., a Cyprus company, and bonds via Oxalis Holdings S.a.r.l., a Luxembourg company.

AJ VENTURES spółka z ograniczoną odpowiedzialnością, a Polish company (registration no. KRS 0000369050, registered address: ul. Wietrzna nr 12d lok. 10, 53-024 Wrocław) intends to merge with Bigrista Holdings Ltd., a Cyprus company (registration no. HE 221412, registered address: Ermou 32-34, Office 105, 6021 Larnaca).

10 June 2022

Miniclip SA, a Swiss company, intends to acquire the share capital of FM Games Holding Cyprus Ltd, a Cyprus company, via Kolochi Holdings Ltd, a special purpose vehicle registered in Cyprus that is a subsidiary of Miniclip Group SA.

Pentland EHF, an Icelandic limited liability company (registration no. 691217-2210, registered address: Austurstrond 1, 170 Seltjarnarnes) intends to merge with Tarsana Company Ltd., a Cyprus company (registration no. HE 67048, registered address: Arch. Makarios III 284, Fortuna Court, Block B, 2nd floor, 3105 Limassol)

17 June 2022

The Cyprus Commission for the Protection of Competition approved the acquisition of share capital of Xandr Inc., a company incorporated in Delaware, United States, by Microsoft Corporation, a company incorporated in Washington, United States.

24 June 2022

KKR & Co. Inc. an international investment company traded in the New York Stock Exchange, intends to acquire the voting rights of Level Access Goldings, Inc., a company incorporated in Delaware, United States, via Access Group Purchaser, Inc., a special purpose vehicle registered under the laws of Delaware, United States.

CVC Capital Partners SICAV-FIS S.A. intends to acquire the share capital of The Quality Group GmbH, a company incorporated in Germany, via Asterix AquiCo GmbH, a special purpose vehicle established in Germany.

Abu Dhabi Developmental Holding Company PJSC, a company incorporated in the UAE that is wholly owned and controlled by the government of Abu Dhabi, intends to acquire the share capital of Unifrutti Investments Ltd., a Cyprus company, via Urusbid Restricted Ltd., a special purpose vehicle established in UAE.

Liquidations of Interest:

8 April 2022

RiskInvest JSC from Russia petitioned (District Court of Larnaca Petition No. 10/2022, filed on 18 Feb. 2022) the liquidation of Ventrurestream Enterprices Ltd (registered in: Patron 10, 6051 Larnaca, Cyprus). Any creditor or contributor of the Cyprus company is welcome to submit representations before the Court on 9 May 2022.

PJSC National Bank Trust (ΤΙΝ 7831001567, OGRN 1027800000480, registered in: Izvestkovy per 3, Moscow 109004 Russia) petitioned (District Court of Limassol Petition No. 620/2021 filed on 31 Dec. 2021) the liquidation of Atecia Holdings Ltd (registration no. HE 224774, registered in Cyprus). Any creditor or contributor of the Cyprus company is welcome to submit representations before the Court on 9 May 2022.

21 April 2022

Ulric Wealth Management Ltd (registration no. 165612B, established in the Isle of Man) has been set under voluntary liquidation on 8 Apr. 2022 and its liquidator is a person residing in Cyprus.

10 June 2022

RWE AG, a German company, and RWE GBV Siebte Gesellschaft für Beteiligungsverwaltung mbH, also a German company, in their capacity as creditors have filed a petition with the District Court of Limassol (Petition No. 22/2022) for the liquidation of Rustenburg Co Ltd., a Cyprus company with registration no. HE 127867. The case has been set for a hearing on 23 Jun. 2022 at 9.00 pm.

24 June 2022

Eton Oil Ltd, a company registered in Anguilla, a British overseas territory has filed a petition with the District Court of Nicosia (Petition No. 228/2022) for the liquidation of Aveland Holdings Ltd., a Cyprus company with registration no. HE 168797. The case has been set for a hearing on 6 Jul. 2022.

Concentration notifications of interest:

10 June 2022

NPM Capital N.V., a Dutch company, and Stratasys Ltd intend to create a common undertaking via contributing Ultimaker Holding B.V., a Dutch company, and MakerBot Industries LLC, a company registered in the United States.