According to the World Bank's 'Doing Business Report 2017–2018', Romania is ranked 45th worldwide on the aggregate ease of doing business index, nine positions lower than the previous year. However, Romania ranks second in the European and Central Asia areas in regards of ease of doing business across borders, being surpassed only by Croatia, and has climbed in several other categories in the global rankings such as registering property, paying taxes2

From an economic perspective, Romania was the leader of the region in 2017 in terms of growth of gross domestic product. According to the first estimates published by the Romanian National Institute of Statistics, the economy rose by 7 per cent year on year in 2017 (compared with 4.8 per cent year on year in 2016), the highest growth rate since 2008.3 This favourable investment environment is reflected in an increase in deals, which reached levels rarely seen since the wave of privatisations over a decade ago. Investment activity was broadly spread across the manufacturing, financial services, consumer goods, and telecoms and IT sectors.

In 2017, there were approximately 153 transactions totalling approximately €3 billion, as compared to 2016 when there were approximately 136 deals at €2 billion. Of the 153 transactions in 2017, 30 deals were in the real estate and construction sector, 39 in the manufacturing sector, 13 in telecoms and IT, 11 in finance and insurance, 15 in wholesale and retail, six in the services sector, nine in the food and beverage sector, seven in the transportation and logistics sector, and 23 in other sectors.4


The general framework for M&A activity in Romania is mainly governed by the Civil Code and Company Law, as republished and further amended and supplemented (the Company Law).5 The Civil Code provides the general legal framework governing legal entities as well as the general principles applicable to mergers and demergers. The Company Law provides the applicable rules for the sale and purchase of shareholdings in Romanian companies, as well as those applicable for share capital increases, mergers and spin-offs.

On a more practical note, registrations with the Trade Registry (which is the method for publicising operations of companies) follow the rules established by Trade Registry Law,6 as republished and further amended and supplemented, in addition to ancillary regulations. Depending on the business activity of the target company, the following sector regulations may also be applicable:

  1. for public companies, the Capital Markets Law7 and various secondary enactments likely apply, as will Regulation 1/2006 on Issuers and Securities Operations, as further amended and supplemented, in particular by Law No. 24/2017. Public companies come under the supervision of the Financial Supervisory Authority (FSA);
  2. for insurance companies, the general framework is set forth in Law No. 237/2015 on the authorisation and functioning of insurance and reinsurance activities, and the supervision of the FSA also applies;
  3. for banks, the main legislative framework is set forth by Government Emergency Ordinance No. 99/2006 on credit institutions and Regulation No. 5/2013 of the National Bank of Romania (NBR), and the supervision of the NBR also applies. Investors doing business in Europe may find Romanian regulations somewhat familiar, as they are the product of the implementation of EU directives into Romanian law.

Law No. 137/2002 is the main piece of legislation governing company privatisation, which continues to be of interest to many major companies that are still state-owned.

Competition law is also relevant in the M&A field, as economic concentrations between companies must be controlled and competition must remain fair at all times. The Competition Law,8 as republished and further amended and supplemented, is related to regulations and EU competition law, and contains provisions on notifications to the Competition Council and the European Commission, and the related requirements and thresholds.

In addition to the above, other legal provisions applicable to the particularities of each transaction may become relevant. These include, for example, environmental law, employment law and insolvency law.


i Insurance, capital markets and pensions

Law No. 24/2017 regarding issuers, financial instruments and market operations entered into force with the aims of:

  1. better reflecting the dynamics of the capital markets;
  2. helping investors stay informed;
  3. increasing the transparency of the market; and
  4. improving the regime of public tenders and issuance of financial instruments.

The main provisions of the Law regulate:

  1. new trading venues (organised trading facilities);
  2. new instruments (e.g., securitised debt);
  3. issuers' transparency through periodical reporting, continuous information-giving and special provisions regarding events of issuers, which are now also applicable to the new trading venues; and
  4. issuers' mobility and the general applicability of the rules regarding market abuse.

ii Lending and debt collection

One of the most notable amendments was the introduction of Government Ordinance No. 25/2017 amending the Romanian Fiscal Code. This Ordinance was amended several times during the Parliamentary procedure and entered into force on 26 March 2018.

The main impact of the Ordinance on M&A activity in Romania relates to the transfer of non-performing loan (NPL) portfolios. In the past year, Romanian credit institutions have been cleaning their balance sheets following recommendations of the NBR. However, from 1 January 2018, only 30 per cent of the amount of net loss represented by the difference between the price of assignment and the value of the assigned receivable is deductible. Furthermore, in the specific case of transactions involving off-balance sheet NPLs of credit institutions, taxes may amount to a multiple of the amount received by the sellers for the assignment.

As the above amendment has major tax implications for ongoing and future transactions involving the assignment of NPLs, this particular amendment may result in a decrease in future transactions and unforeseeable additional expenses for those in progress. Furthermore, this could potentially lead to a high level of provisions throughout the banking system, which could be reflected in future ratings and financing costs.

iii Energy

In August 2017, the Regulatory Authority for Energy issued the Regulation for the organisation and functioning of the green certificates market, ensuring a transparent and non-discriminatory framework for the trading of green certificates; and the reorganisation of the green certificates markets, and of the trading regulations for the green certificates spot centralised anonymous market and the bilateral contracts market. It also limits the number of transactions involving green certificates as, according to the new Regulation, a green certificate can only be subject to a single transaction.

In addition to the above, pursuant to the law commonly referred to as the 'Offshore Law' (currently undergoing the parliamentary procedure), the state will not impose on petroleum companies with concessions in the Black Sea any other tax besides the current royalties for the duration of the petroleum agreements. In turn, the petroleum companies are required to work with Romanian companies and hire a local workforce. Any additional amounts demanded by the state would have to be refunded and any additional taxes imposed would entitle companies to request an equivalent reduction in corporate tax. If the value of additional taxes that could be imposed is higher than the corporate tax, the amounts will be offset from royalties or other taxes to be paid by the petroleum companies. The provisions would thus give a certain fiscal stability for companies operating in the offshore segment. Moreover, the law states that companies with activities offshore will not pay the two special taxes paid by operators in the onshore oil and gas sector: the tax on the exploitation of natural resources of 0.5 per cent, and the tax of 60 per cent (increased in 2018 to 85 per cent) on windfall gains obtained following the liberalisation of the gas market. Therefore, for gas and oil extracted from the Black Sea, petroleum companies will only pay royalties in force on the date when this Law enters into force.

iv Tax and tariffs

As further detailed in Section VIII, there have been numerous amendments to the tax legislation, the most important of which are as follows:

  1. Law No. 1/2017 eliminating tariffs and non-tax charges (known as the law eliminating 102 taxes) entered into force on 1 February 2017. This Law also amends and supplements certain acts relevant to the M&A market, particularly by eliminating various fees, such as:
    • fees for registration in the Trade Registry (Trade Registry Law,9 as republished and further amended and supplemented);
    • fees for insolvency registrations with the Trade Registry (Law No. 85/2014 on the procedures to prevent insolvency and insolvency); and
    • legalisation fees, such as seals and signatures, for official documents or certificates of origin for goods or other documents required to export or import goods (Government Ordinance No. 24/1992 setting forth certain public services and the fees for those services in Romania);
  2. Emergency Government Ordinance No. 79/2017 with multiple implications for the tax legal framework (reduction in income tax for liberal professions, restructuring of the social contributions owed by employees and employers, etc.); and
  3. the introduction of a split VAT system, which entered into force on 1 January 2018, requiring persons registered for VAT purposes to open a separate bank account in order to receive the VAT amounts.


    According to the NBR balance of payments and external debt from November 2017, foreign direct investment in Romania amounted to approximately €4.38 billion in the first 11 months of 2017, up by almost 20 per cent compared to the same period of 2016.

    The main investors in Romania were from the United States, Germany and the Czech Republic, followed by France, Austria and the Netherlands. However, companies from China have also expressed an interest in Romanian companies in the past 24 months.

    The industrial sector attracts the largest share of foreign direct investment (amounting to more than one-third of all investments). Other attractive sectors, including banking and insurance, wholesale and retail, energy, construction and telecommunications, have attracted investors. In terms of geographical regions, the areas that attract the most foreign capital are (in order of importance) Bucharest (more than 60 per cent of the total), the centre and the south.10

    Romania has numerous advantages for foreign investors: in addition to a large domestic market, the country has a strong industrial tradition coupled with low labour costs and taxes (among the lowest in the European Union).

    In this respect, it is clear that Romania actively seeks foreign direct investment, and has taken steps to strengthen tax administration, enhance transparency and create legal means to resolve contract disputes expeditiously. However, the pace of privatisation and restructuring of state-owned enterprises has slowed, yielding mixed results in this respect.


    According to merger market reports, in 2017 there were several transactions in Romania valued at over €100 million. The most attractive sectors for investors in 2017 were energy, manufacturing, IT, banking and financial services, and pharmaceuticals and healthcare.

    i Energy sector

    In the energy sector, the largest transaction was the acquisition by Enel Investment Holding BV, a subsidiary of Enel SpA, of 13.6 per cent of E-Distributie Muntenia SA and Enel Energie Muntenia SA for a total consideration of more than €401.2 million (the amount was decided through an arbitral award) from SAPE SA, a Romanian state-owned holding company that owns state shareholdings. Both target companies are active in the distribution of electricity, while Enel is a multinational manufacturer and distributor of gas and electricity with activities across Europe and Latin America.

    Another noteworthy transaction was the acquisition by Electrica of Fondul Proprietatea's shares in four of Electrica's subsidiaries at a price of almost €165 million. The acquisition is in line with Electrica's strategy to simplify and accelerate its transformation and streamlining programmes as well as to facilitate the financial performance and capital use from its listing. In addition, it follows Electrica IPO commitments to support strong investment plans.

    Again in 2017, Fondul Proprietatea sold its shares in Enel Romania and Engie Romania for over €434 million, representing almost 19 per cent of its net assets.

    ii Manufacturing

    As part of the group's strategy to enhance their presence in the Eastern European region, British group DS Smith acquired EcoPack and EcoPaper for an enterprise value of approximately €208 million. The target companies form one of the biggest integrated packaging and paper groups in Romania. Ecopaper and Repap (its recycling subsidiary) are also involved in the recycling of more than half of the paper waste collected within the Romanian territory. DS Smith is a leading global manufacturer of recycled containerboard and specialty papers.

    It is worth also mentioning the signing of the asset purchase agreement regarding bundled and partially bundled assets from Oltchim SA by Chimcomplex SA Borzesti (founded as a state-owned chemicals producer) for an amount of approximately €127 million. Oltchim, which used to be Romania's biggest chemical producer, subsequently went into insolvency in early 2013 with debts of more than €800 million. Concurrent with this transaction, Oltchim SA signed a separate assets sale contract for other bundles of assets with Dynamic Selling Group. The transactions are expected to close in 2018.

    Despite having a lower value, it is also important to mention various transactions on the wall buildings materials market, such as the acquisition of Macon by Xella, Brikston by Wienerberger and Cemacon by Dedeman (the latter two are currently subject to the assessment of the Romanian Competition Council). After almost 10 years of limited M&A activity on the wall buildings materials market, it would appear that there is a new trend building on the forecasted growth of the constructions market.

    iii Real estate

    The largest transaction registered in 2017 was the acquisition by Cerberus Capital Management and Revetas Capital Advisors of a 98.2 per cent stake in a hotel complex with approximately 86,000 square metres of gross leasable area that includes the Radisson Blu and Park Inn hotels for an amount of more than €165 million. Revetas is a specialised real estate investment firm active in most CEE countries, while Cerberus Capital Management is one of the largest private equity managers in the world with a portfolio of over €25 billion.

    In early 2017, Iulius (the only Romanian developer and operator of mixed use real estate projects, with an operational portfolio that entails more than 260,000 square metres of retail space, and 106,000 square metres of office space) entered into a joint venture agreement with Atterbury Europe (a European real estate investment company jointly owned by Atterbury Property Holdings in South Africa, private equity investors and Steinhoff International Holdings through its subsidiary Hemisphere International Properties). During the past 23 years, Atterbury has become a leading name in property investment and development in South Africa and, more recently, has built a stellar reputation for being able to replicate its success outside South Africa, and in vastly different cultures.

    iv Banking and finance

    Banca Transilvania acquired a majority stake (99.15 per cent) for €240 million held by Eurobank Group in Bancpost, as well as the shares held in ERB Retail Services IFN SA (ERB Retail Services) and ERB Leasing IFN (ERB Leasing). Bancpost, with €3.1 billion worth of assets, has a network of 148 branches in Romania. ERB Retail Services is a non-banking financial institution, main activities are the issuance and administration of consumer credit cards under its own brand, while ERB Leasing is a non-financial institution whose main activity is financing under financial leasing. Banca Transilvania is the largest Romanian privately owned bank and the second-largest bank of Romania. Its activity is divided in three main business lines: corporate, SME and retail.

    Another important transaction was UK investment fund Argo Capital's acquisition of the Romanian subsidiary of Bank Leumi. The acquisition was set for a price of approximately €110 million. Bank Leumi, Israel's second-largest bank, said its decision to sell its Romanian unit is part of its strategy to concentrate its international operations in main financial centres through its subsidiaries in the United States and Great Britain. Argo Capital Management, a subsidiary of the Argo Group, is an alternative investment management company specialised in emerging markets.

    In addition to the above, Alpha Bank sold two NPL portfolios (retail and corporate), which together represent one of the largest NPL sales in the region in recent years. In January 2018, a consortium of Deutsche Bank, AnaCap and APS signed the contractual arrangements to acquire the corporate NPL portfolio for an aggregate sale value of more than €100 million. The corporate transaction alone, which was completed in May 2018, is the largest corporate NPL sale in Romania in the past two years and among the largest in the local market. In September 2017, B2Holding, the leading Nordic and Central European debt purchaser, acquired the retail NPL portfolio for a sale value of more than €15 million.

    v Health services

    Med Life, a publicly listed Romania-based operator of healthcare facilities, has agreed to acquire Polisano, a Romania-based operator of clinics, hospitals, in vitro fertilisation centres and maternity centres, for an undisclosed consideration. The transaction will allow Med Life to continue to strengthen its market in light of 19 acquisitions in the past 18 years. For Polisano, the transaction will bring added value, and will help it sustain its commitment to continuously deliver premium services and an outstanding medical team to all patients.

    Investment fund Penta has concluded a purchase contract for €350 million with A&D Pharma, Romania's largest pharmaceutical group. Penta is a Central European investment group founded in 1994. Penta actively develops companies and projects, primarily in healthcare, financial services, retail, manufacturing, media and real estate. A&D Pharma is a vertically integrated group active especially at the wholesale level of pharmaceutical and parapharmaceutical products, and at the retail level of pharmaceutical and parapharmaceutical products, managing the Sensiblu and Punkt pharmacy networks.

    In the first large transaction of 2018, German group Phoenix, a leading European healthcare provider, acquired the Help Net pharmacy chain, as well as Farmexim, the fourth-largest pharmaceutical distributor in Romania. The Phoenix group's business exceeds €20 billion, being divided into three main divisions: distribution, retail and pharma. The value of the transaction exceeded €100 million, and the acquisition is subject to approval by the Competition Council.

    vi Information technology and communications

    Vitruvian Partners acquired a minority stake of 30 per cent in Bitdefender Holding for approximately €155 million. Bitdefender is a Romanian, leading global cybersecurity technology company with more than 500 million customers and business in more than 150 countries. Vitruvian is an independent pan-European private equity firm. Vitruvian provides management-centric, structurally flexible, value-enhancing support and assistance to help portfolio companies scale their operations.

    Furthermore, Digi Communications, the company controlling telecom operator RCS&RDS, raised €210 million in an IPO that took place on the Bucharest Stock Exchange. The company sold a 25.6 per cent stake, making this the biggest IPO of a private company on the Bucharest Stock Exchange.

    Liberty Global, the parent of UPC Romania, decided to sell its operations in Germany, Hungary, Romania and the Czech Republic to Vodafone for a total enterprise value of around €18.4 billion on an EU IFRS basis. Vodafone Romania is Romania's second-largest mobile provider, while UPC Romania is the second-largest next generation network operator in Romania.

    UiPath, a leading enterprise robotic process automation (RPA) software company, has raised more than €131 million in Series B funding following a year of record growth. The company eclipses €942 million in terms of valuation, and validates RPA as a strategic imperative for digital transformation and the path towards artificial intelligence. This latest round was led by previous backer Accel, along with participation from new investors CapitalG (one of Google's investment vehicles) and Kleiner Perkins Caulfield & Byers, as well as previous investors Earlybird, Credo Ventures and Seedcamp.

    vii Food and beverages

    Polaris Capital Management, a Danish investment fund, took over the Premium Porc Group for a consideration of more than €135 million. Premium Porc Group, which comprises 11 companies active in the production of pigs, feed and grain, as well as freight transport and project management for investment projects, carries out its main activities in Romania.

    In early 2018, Purcari Wineries, market leader in Moldova and Romania on the premium wine segment, listed on the Bucharest Stock Exchange under the WINE symbol following a successful IPO of 49 per cent of its shares. This is the first listing of a Moldovan company on the Bucharest Stock Exchange. The offering was well received, with retail investors oversubscribing more than four times over, valuing the offering at over €40 million.


    The dynamics of the lending market accelerated in 2017, with such evolution being supported by several factors such as:

    1. the positive output gap;
    2. an improvement in the financial performance of, and an increase of competition in, the banking sector, with positive consequences for the quality of lending; and
    3. the low level of real financing costs.11

    Pursuant to the NBR's data, credit standards have remained steady compared to the previous period, both at the aggregate level and in regards of structure of the credits. While credit demand has not seen aggregate changes compared to the previous quarter, there is a continued moderate structural expansion of demand for long-term credits to large companies and a marginal amplitude in the case of loans granted to small companies irrespective of their maturity.12 There has been limited lending through capital markets (i.e., bonds); however, alternative lenders – including mezzanine funds, private debt funds, business development companies, insurers, asset managers and finance companies – are scouting the market and have already finalised deals.


    From an M&A perspective, the rules governing the transfer of employees in an asset deal, set out by Law No. 67/2006 on Safeguarding Employees' Rights in the Event of Transfers of Undertakings, Businesses or Parts of Undertakings or Businesses (TUPE Law), which transposes EU Directive 2001/23/EC, should be considered.

    Under the TUPE Law, in order to protect employees, every time a transfer of an undertaking (or a part thereof) occurs, all of the transferred undertaking's employees are transferred automatically by operation of law (no consent is required from the transferor, the transferee or the employees), and no cherry-picking is allowed. The purchaser must observe all rights and obligations resulting from existing employment contracts at the time of the transfer, and has the obligation to honour all rights until the relevant contracts expire or are terminated. However, the purchaser has the opportunity to renegotiate the collective agreement with the employees' representatives one year after the transfer date.

    In general, share deals do not impact employment relations at the target level (or at the subsidiary level), as the identity of the employer remains the same. Romanian legislation does, however, set out general employee-related information and consultation requirements in the context of M&A transactions, but they only apply if the proposed share deal significantly impacts working conditions. Even if the law provides that a consultation should be carried out regarding decisions that could significantly affect employees, there is no express obligation to accept employees' proposals or to sign any related agreements. However, failure to comply with the information and consultation requirements may be sanctioned with fines.

    In addition, in the case of a voluntary takeover of a public company, the target's board must inform its employees of the terms of the takeover and the board's position on the attempted takeover, as set out in Financial Services Authority Regulation 1/2006. The target's employees may issue a written opinion on the matter to be provided to the bidder, the shareholders and the market.

    There have been limited recent developments from an employment law perspective, and the more material ones are tax-related (as further detailed in Section VIII).

    viiI TAX LAW

    On 1 January 2018, additional tax cuts came into effect, making Romania one of the lowest tax jurisdictions In the EU. As previously mentioned, there have been numerous recent tax developments that affect the market of M&A transactions: for example, the VAT standard rate was reduced at the beginning of 2017 to 19 per cent (from the previous 20 per cent), alongside other fiscal easements.

    Government Emergency Ordinance No. 79/2017, implementing the Anti-abuse Directive, brought the following main amendments to the Romanian Fiscal Code:

    1. it transposed the general EU level anti-abuse rule;
    2. it limited deductibility of interest and other costs economically equivalent to interest for corporate income tax purposes;
    3. it amended the regime applicable to microenterprises; and
    4. salary income tax was reduced to 10 per cent.

    Another important amendment is related to the rates of the mandatory social security contributions due by employees and employers for salary income, which are now as follows:

    1. social security contribution: 25 per cent (owed by employees);
    2. social security contribution for special working conditions: 4 or 8 per cent depending on working conditions (owed by employers);
    3. health insurance contribution: 10 per cent (owed by employees); and
    4. work assurance contribution: 2.25 per cent (owed by employers).

    The VAT split mechanism entered into force on 1 January 2018, requiring persons registered for VAT purposes to open a separate bank account in order to receive the VAT amounts. The split VAT regime is mandatory for companies that have outstanding VAT debts or that are under insolvency proceedings. Persons registered for VAT purposes (regardless of whether they apply the VAT split payment system or not) must pay the VAT corresponding to acquisitions of goods from and services performed by suppliers applying the VAT split system in their dedicated VAT account.


    The Romanian Competition Council published its new Regulation regarding Economic Concentrations, which brings further clarity to the merger clearance procedure and ensures consistency between the Competition Law and its implementing legislation.

    The main changes under the Regulation are:

    1. it is generally recommended that the notifying parties hold consultations with the Competition Council at least two weeks prior to the notification; and
    2. it eliminates the ambiguities regarding the suspension of a procedure in front of the Competition Council in cases where a transaction falls under the scrutiny of the Romanian Supreme Council of National Defence (CSAT). As such, in the event that the CSAT notifies the Competition Council that an economic concentration might raise national security concerns, the procedure in front of the Competition Council will be suspended until the CSAT either opposes the concentration or concludes that it does not represent a risk. Furthermore, the Regulation now expressly provides that there shall be no direct contact between the CSAT and parties, with all communication being carried out through the Competition Council.

    This Regulation brings more clarity to the proceedings in front of the Romanian Competition Council, aiding the Romanian Competition Council in exercising its powers and to act as an innovative national competition authority.


    After three favourable years, and last year setting new records in terms of number and value of deals, specialists estimate that the Romanian M&A market will continue its positive trend. The record transactions of previous years have opened the gate for similar deals, as Romania appears to be on the radar of big investors. In addition, local entrepreneurs, taking advantage of the constant economic growth and improved financial situations, seem to be waiting for the right moment or offer to make their exit, thus attracting foreign companies and investment funds in the market.

    The IT sector has proven to be the star of the M&A market, and is predicted to generate a greater number of high-value transactions. In this regard, recent B series financing of the Romanian start-up UiPath, a transaction standing at over €131 million, is not only the first transaction of its kind, but also the biggest transaction yet seen in Romania.

    In the energy sector, the Black Sea is anticipated to be the future 'hot spot' of East European offshore gas production. With the imminent launch of a new tender round for onshore perimeters, in the coming years, the Romanian oil and gas sector could be revived in parallel with the international relaunch of the industry.

    Furthermore, with one of the highest dividend yields in the world for the past two years, 2017 proved that the Romanian capital market is capable of absorbing significant IPOs (such as Digi Communications, valued at €207million, and Purcari, valued at approximately €40 million) and has extended to sectors that were not yet represented on the Bucharest Stock Exchange (i.e., telecommunications, insurance brokerage and food services). As such, it is likely that the Romanian capital market will see an active, potentially record-breaking year as well.

    Looking forward, we also expect increased interest in domestic M&A transactions of local companies that will want to consolidate the segments in which they operate. Romania has seen a number of local companies that have successfully become national champions capable of international expansion and strong economic growth, which makes Romanian investments more possible in the region.

    Overall, 2018 seems bright for the Romanian M&A market, which has good macroeconomic prospects where companies, whether local or foreign, have more funds available for investment, generating high hopes for increased dynamism.


    1 Horea Popescu is a partner and Claudia Nagy is a senior associate at CMS Romania.

    3 International Investors' Guide, published in April 2018 by Investing Romania.

    4 Emerging Europe M&A Report 2017/18, CMS in cooperation with EMIS.

    5 Company Law No. 31/1990.

    6 Trade Registry Law No. 26/1990.

    7 Law No. 297/2004 on capital markets.

    8 Competition Law No. 21/1996.

    9 Trade Registry Law No. 26/1990.

    10 InvestingRomania.com reports based on the following sources of information: AGERPRES news, analysis and estimates of financial analysts, current and periodic reports submitted to the Bucharest Stock Exchange, and news coming from listed companies.

    11 International Investor's Guide, published by the Bucharest Stock Exchange Guide 2018.

    12 Source: National Bank of Romania Survey regarding the credits granted to non-financial companies and the population; the full survey can be found at www. billionr.ro/PublicationDocuments.aspx?icid=11104.