Sistema PJSFC’s Establishment of Binnopharm Group

Latham & Watkins advised Sistema PJSFC on its establishment of the pharmaceutical holding company Binnopharm Group. Morgan Lewis represented a consortium of investors led by the Russia-China Investment Fund (RCIF).To create the pharmaceutical holding company, Sistema PJSFC (Sistema), and its financial partner, VTB Group (VTB), contributed their 56.2% stake in OJSC Sintez (which includes CJSC Biocom) to the equity of Binnopharm Group. At the same time, Sistema, VTB and a consortium of investors consisting of the Russia-China Investment Fund (a fund established by the Russian Direct Investment Fund and China Investment Corporation) and major Middle East funds (collectively, the “Investor Consortium”) contributed an 85.6% stake in JSC Alium (which includes JSC Binnopharm) to the equity of Binnopharm Group. As a result, the effective stake of Sistema together with VTB in Binnopharm Group will be 79%, and the Investor Consortium will have 15.8%. The remaining 5.2% of shares are distributed among individual minority shareholders.

Founded in 1993, Sistema PJSFC is a publicly-traded diversified Russian holding company serving over 150 million customers in the sectors of telecommunications, high technology, financial services, retail, paper and packaging, agriculture, real estate, tourism and medical services.

The Latham team was led by Moscow corporate partner Olga Ponomarenko (Picture) with associates Timur Bayramov and Leonid Lepold; advice on financial matters was provided by associate Alexandra Samsonova.

Morgan Lewis represented RCIF with Partner Artem Tamaev and associates Emil Shagiakhmetov, Valentina Semenikhina, Philip Korotin, Anastasia Kiseleva, and Andrey Ignatenko.

Involved fees earner: Timur Bayramov – Latham & Watkins; Leonid Lepold – Latham & Watkins; Olga Ponomarenko – Latham & Watkins; Alexandra Samsonova – Latham & Watkins; Andrey Ignatenko – Morgan Lewis; Anastasia Kiseleva – Morgan Lewis; Philip Korotin – Morgan Lewis; Valentina Semenikhina – Morgan Lewis; Emil Shagiakhmetov – Morgan Lewis; Artem Tamaev – Morgan Lewis;

Law Firms: Latham & Watkins; Morgan Lewis;

Clients: Russia-China Investment Fund; Sistema PJSFC;

Author: Federica Tiefenthaler