OVERVIEW
We are specialists in corporate and financial law, based in Brussels, the center of Europe. The core of our work consists of advising on mergers and acquisitions (M&A) and other corporate and financial transactions. From incorporation to liquidation. From start-up to delisting.
CORPORATE FINANCE FROM C TO F
COMPANY LAW
- designing corporate entities and bylaws
- designing shareholder agreements
- securities, shares, warrants, bonds
- corporate governance and secretarial matters
- (minority) shareholder interests
- disputes between shareholders
- directors’ liabilities and responsibilities
- management agreements
CORPORATE TRANSACTIONS / M&A
- from letter of intent to closing
- due diligence, negotiation
- incorporation, reorganization, liquidation
- transfer of business, mergers, demerger
- asset deal – share deal
- joint ventures – family succession
- financing of corporate transactions
- post transaction integration
PRIVATE EQUITY / VENTURE CAPITAL
- start-ups, seed and early stage
- venture capital
- (leveraged) (management) buy-outs, buy-ins
- advising private equity funds
- advising management involved in private equity
- investment funds
- carried interest
FINANCIAL TRANSACTIONS
- loan agreements
- taking security
- project finance
- public offerings
- de-listings
FINANCIAL MARKETS
- capital markets
- debt markets
- public/listed companies, regulatory
- monetary law
FINANCIAL SERVICES
- banking
- asset management
- investment funds
- financial intitutions, regulatory
PREVIOUS WORK
Over the years, Rooryck has inter alia advised (lists non confidential matters only, in chronological order):
- KeBeK Private Equity on the acquisition of Metaalconstructie Vanderscheuren
- The shareholders of Lano Carpets
- Saffelberg Investments
- Robur Capital
- Allbox on a mezzanine loan from Capital@Rent and related matters involving KBC and ING
- Option (Euronext Brussels: OPTI) on its issue of convertible bonds and warrants to Danlaw Inc.
- Prosafco on the acquisition of TVD
- the management of Bekaert Textiles in connection with the sale of Bekaert Textiles
- on the sale of Acertys Healthcare, FMH and Medvision Healthcare to Duo-Med Holding
- Iep Invest (Euronext Brussels: IEP) and Accentis (Euronext Brussels: ACCB) on litigation against former reference shareholder Guido Dumarey
- Alphamin Holding on its warrants plan
- Tarkett (Euronext Paris: TKTT) on the acquisition of Desso, one of the European leaders in commercial carpets
- Allbox on joint ventures in packaging
- on the entry of EDF Luminus into Rami Services
- Punch International (Euronext Brussels: PUN) on a public takeover bid for Accentis (Euronext Brussels: ACCB)
- KeBeK Private Equity on the acquisition of Alphamin
- Punch International (Euronext Brussels: PUN) on the sale of Xeikon (Euronext Amsterdam: XEI) and related matters
- Trescal, the international specialist for calibration services, on the acquisition of Benelux leader Stork Intermes
- Axcel, the Danish private equity house, on the €350 million sale of EskoArtwork to Danaher
- Accentis (NYSE Euronext Brussels: ACCB) on its public rights issue/capital increase
- Photo Hall on its credit facility with a consortium of Belgian banks
- SMSC (NASDAQ: SMSC) on an initial investment in a Belgian technology company
- The Descartes Systems Group Inc. (NASDAQ: DSGX; Toronto: DSG.TO) on several acquisitions in the Benelux, including its EUR 30 million public tender offer for all shares and warrants issued by Zemblaz (formerly denominated “Porthus” – NYSE Alternext: ALPTH) and on the delisting of Zemblaz
- Punch International (NYSE Euronext Brussels: PUN) on the sale of its EUR 65% stake in Punch Telematix (NYSE Euronext Brusels: PTX) to TRIMBLE (NASDAQ: TRMB) and related matters
- Punch International (NYSE Euronext Brussels: PUN) on the (later aborted) sale of its majority holdings in Punch Graphix (NYSE Euronext Amsterdam: PGX) to NPM and related matters
- Esko-Graphics on a €18 million capital increase
- Anglo Irish on real estate property financings in Belgium
- Wever & Ducré on the acquisitions of DARK and of Illum
- Esko on a €200,000,000 public-to-private leveraged buy-out of the NYSE Euronext listed Artwork Systems Group
- Axcel, the Danish private equity house, on a material reinvestment by one of the selling shareholders of Artwork Systems Group into an Esko parent company
- the Vendor on the Acertys Group buy-out sponsored by GIMV, the Euronext listed private equity house
- the Vendor and the Management on the Wever & Ducré buy-out sponsored by KBC Private Equity
- members of the executive management of several listed companies in connection with certain matters arising from their companies being acquired
- Esko in connection with a € 180 million Multicurrency Term Loan and Revolving Credit Facility
- KBC London on a £10,000,000 Senior Multicurrency Term and Revolving Facilities Agreement for Tractiv Group Limited
- Aviagen -EPI on a buy-out and refinancing of the group
- on a merger of leaders on the Benelux market of personal protection equipment
- on the start-up of a private equity investment management firm specialised in spin-off’s in the steel industry
- on a start-up joint venture for the development of green energy
- on the liquidation of a local banking operation of a leading Spanish banking group
- the Vendors on the sale of SDB-Vapriva to Ingram Micro
- on the delisting of Liberty TV
- the Vendors on the sale of Rock Werchter and I Love Techno to SFX/Clearchannel
- on the (dual) listing of NBCi on EASDAQ
- Dujardin Foods on the entry of GIMV, the Euronext listed private equity house, into its share capital
- the Vendors on the sale of UniNet to World Access
- Morgan Stanley on the takeovers of Generale Bank by Fortis and of Generale Maatschappij by Suez
- a consortium of banks on the privatization of ASLK
- on the IPO’s of Innogenetics (EASDAQ) and Mobistar (NYSE Euronext)
- on the entry of a financial consortium into the share capital of Mobistar
- a large number of domestic and international financial institutions, on the monetary and legal aspects of the introduction of the EURO
