RTPR | Radu Taracila Padurari Retevoescu SCA

RTPR has advised Nibiru Real Estate, the company developing the entertainment and leisure project NIBIRU launched this summer on the Romanian seaside, on the transaction through which Inspire Asset Management, the investment firm co-founded by entrepreneurs Iulian Stanciu and Iulian Portasa, is set to become a shareholder in the company. The investment partnership between Inspire Asset Management and Nibiru Real Estate began during the development phase of the project, before NIBIRU was launched to the public. Inspire Asset Management was one of the private investors that supported the project’s development from this stage, and its entry into the company’s capital represents a continuation of this long-term investment relationship. The transaction was structured in two stages and included financing provided to the company in the development phase, followed by the direct participation in its capital. The parties did not disclose the financial details of the transaction. The completion of the transaction is subject to obtaining the approval of the Competition Council. “The partnership with Inspire Asset Management continues an investment relationship that began during NIBIRU’s development phase. It was important for us to build the project from the very beginning together with private capital and partners with entrepreneurial and investment experience, who share the same long-term vision. We would like to thank the RTPR team for their support in structuring a complex transaction and for their involvement throughout the process”, said Andrei Selaru (Selly), CEO of NIBIRU. Costin Taracila (Managing Partner) and Marina Fecheta-Giurgica (Counsel) coordinated the team that provided legal advice on this mandate and which further included several lawyers specialised in M&A deals, while Roxana Ionescu (Partner) advised on competition law matters. The financing team was made of Victor Padurari (Partner), Poliana Gogu-Naum (Counsel) and Georgiana Verives (Associate). “Congratulations for this partnership in a project that truly stands out in the Romanian market. The partnership with an investor with experience and strategic vision provides a solid foundation for accelerating growth and capitalising on the potential of this bold concept. For our team, this mandate represented an excellent opportunity to build on the experience gained in dozens of M&A transactions and complex financing rounds, demonstrating our ability to find efficient legal solutions, perfectly tailored to innovative entrepreneurial projects”, said Costin Taracila, Managing Partner of RTPR. “We are delighted to have assisted Nibiru Real Estate at a defining stage for the development of their project, which brings a visionary and ambitious concept to the local market, with significant potential for expansion. We have worked closely with the Nibiru team to structure a transaction that supports the company’s growth objectives and address the complexity of this project. We would like to thank them for their trust and wish them every success in this new partnership”, added Marina Fecheta-Giurgica, Counsel at RTPR. RTPR’s Corporate/M&A and Banking & Finance practices are some of the most experienced in Romania, in recent years being involved in many landmark transactions on the local and international market. Legal 500, Chambers and IFLR1000, the most important international legal directories, rank the law firm in the first tiers for the two practice areas, both for team rankings and individual ones. Several of the team’s lawyers are recommended as Leading Lawyers or Rising Stars in individual rankings produced by the same publications. Selected corporate/M&A deals in which RTPR have recently advised are set out below: -      Enterprise Investors and its portfolio company 18GYM on its investment in Stay Fit Gym -      Boldmind Capital Partners on the acquisition of Pallet Express S.R.L. from Delamode Group Limited, a portfolio company of BaltCap, the largest private equity fund manager in the Baltic states -      Resource Partners, one of the largest CEE private equity funds, on the sale of its entire stake in Ia Bilet SRL, the well-known Romanian ticketing platform, to PLG Romania, part of AS Piletilevi PLG -      Viorel and Elena Tofan, the shareholders of Dinamic92 Distribution SRL, Romania’s leading independent tyre distributor, on the sale of the company to Nordic Tyre Group, one of Europe’s leading independent tyre wholesale and distribution platforms backed by Nordic private equity firm Axcel -      Provectus Capital Partners on the acquisition of a majority stake in Seatbelt Consulting, Romania’s market leading provider of occupational health and safety services -      Macquarie Asset Management (MAM) on the EUR700m sale of Evyro Group, owner of Distributie Energie Oltenia (DEO), a regulated electricity distribution network in Romania, to Premier Energy Group -      MidEuropa on the sale of Regina Maria Group to Mehiläinen in the largest ever healthcare services transaction in Central Europe -      MidEuropa on the sale of Cargus to courier company SAMEDAY, part of the eMAG group -      MidEuropa on the EUR1.3bn sale of Profi, in the largest transaction in the retail sector ever concluded in Romania -      Tenaris Silcotub on the acquisition of Artrom Steel Tubes, a European leader in the production of seamless steel pipes for industrial applications

RTPR has advised SARMIS Capital and BMF GRUP on the acquisition of 100 per cent of the shares in Flash Lighting Services S.A., a company specialising in the design, implementation and management of smart lighting systems. BMF GRUP, a portfolio company of the private equity fund SARMIS Capital, was founded in 2011 and provides services for the management, operation, construction, modernisation and efficiency improvement of buildings and urban infrastructure, with national coverage. The transaction is subject to customary regulatory approvals. The RTPR team was coordinated by Vlad Stamatescu (Counsel), under the supervision of Mihai Ristici (Partner), with support from George Capota (Associate), and further included Ianita Tui, Cezara Urzica (Counsels), Andrei Tosa (Senior Associate), Irina Ratiu, Iasmina Buse and Fabian Oltenacu (Junior Associates). Roxana Ionescu (Partner) and Serban Halmagean (Managing Associate) are advising on competition and FDI aspects of the deal. “Every new mandate with SARMIS Capital strengthens a professional relationship built over time and based on mutual trust. We have had the privilege of supporting them at key moments in their investment strategy and are delighted to continue this collaboration with a new transaction that is relevant for the development of BMF GRUP. We would like to thank the SARMIS Capital team for choosing RTPR once again and congratulate them on another successful project”, said Mihai Ristici, Partner at RTPR. “We worked closely with the SARMIS Capital and BMF GRUP teams to identify pragmatic solutions and support the buyer’s commercial objectives throughout the process. The acquisition of Flash complements the group’s capabilities and opens up new growth prospects in the field of urban infrastructure and Smart City solutions. We are delighted to have contributed to an acquisition of significant strategic importance for the group’s development”, said Vlad Stamatescu, Counsel at RTPR. In recent years, RTPR has advised SARMIS Capital on several investments in Romanian entrepreneurial companies, such as Corporate Office Solutions (COS), the leading provider of integrated fit-out services for office spaces in Romania (2021), Smart ID Dynamics S.A., an important provider highly customised end-to-end automation solutions for intensive business environments, leader in the Romanian IT industry (2022), and BMF Grup (2023). RTPR has unrivalled experience in M&A and private equity deals. The exceptional performance of the team is confirmed by the annual rankings of the most prestigious international legal guides, Legal 500, Chambers & Partners and IFLR1000, which rank the Corporate/M&A practice in the first tier among law firms in Romania. This recognition also extends to the individual level, with several of the team’s lawyers being recommended as Leading Lawyers or Rising Stars. Selected corporate/M&A deals in which RTPR have recently advised are set out below: -      AutoBinck Group on the sale of Business Lease Romania S.R.L. to Autonom Group -      Nibiru Real Estate, the company developing the entertainment and leisure project NIBIRU launched this summer on the Romanian seaside, on its investment partnership with Inspire Asset Management -      Enterprise Investors and its portfolio company 18GYM on its investment in Stay Fit Gym -      Boldmind Capital Partners on the acquisition of Pallet Express S.R.L. from Delamode Group Limited, a portfolio company of BaltCap, the largest private equity fund manager in the Baltic states -      Resource Partners, one of the largest CEE private equity funds, on the sale of its entire stake in Ia Bilet SRL, the well-known Romanian ticketing platform, to PLG Romania, part of AS Piletilevi PLG -      Viorel and Elena Tofan, the shareholders of Dinamic92 Distribution SRL, Romania’s leading independent tyre distributor, on the sale of the company to Nordic Tyre Group, one of Europe’s leading independent tyre wholesale and distribution platforms backed by Nordic private equity firm Axcel -      Provectus Capital Partners on the acquisition of a majority stake in Seatbelt Consulting, Romania’s market leading provider of occupational health and safety services -      Macquarie Asset Management (MAM) on the EUR700m sale of Evyro Group, owner of Distributie Energie Oltenia (DEO), a regulated electricity distribution network in Romania, to Premier Energy Group -      MidEuropa on the sale of Regina Maria Group to Mehiläinen in the largest ever healthcare services transaction in Central Europe

RTPR has advised Enterprise Investors, one of the largest private equity funds in Central and Eastern Europe, and its portfolio company 18GYM in relation to its investment in Stay Fit Gym. The two fitness networks will continue to operate under a dual-brand platform with more than 120 clubs across the country and serving 130,000 members. The transaction is subject to customary regulatory approvals and is expected to close at the beginning of next year. Following the completion of the transaction, Enterprise Investors will hold a significant minority stake in the combined business alongside the founders of 18GYM and Stay Fit Gym. The transaction will also mark the full exit of Morphosis Capital, an existing investor in Stay Fit Gym. “This is a transformational transaction for 18GYM and an important milestone in our journey. A transaction of this scale and complexity, involving multiple workstreams, requires the right people around the table. I would like to thank Marina, Costin and the entire RTPR team for their professionalism, pragmatism and commitment throughout the process. We are now looking forward to the next chapter and to building, together with Stay Fit and Enterprise Investors, one of the strongest fitness platforms in the region”, said Vlad Ronea, Founder & CEO, 18GYM. “18GYM / StayFit transaction would never happen without RTPR’s involvement, know-how and commitment. Special thanks to Costin Taracila and Marina Fecheta-Giurgica. They very well understand how a private equity client thinks and what matters in a transaction. We really appreciated their dedication and teamwork. It was a pleasure to have them on our side”, said Bartosz Kwiatkowski, Partner at Enterprise Investors. The project team was coordinated by Costin Taracila (Managing Partner) and Marina Fecheta-Giurgica (Counsel), who were closely assisted at every stage of the matter by Alexandru Adam (Managing Associate) and Tudor Cucu (Junior Associate). The due diligence team further included Iulian Maier (Senior Associate) and Oana Stan (Junior Associate). Marius Barbu (Senior Associate) advised in relation to management agreement matters. Roxana Ionescu (Partner) and Serban Halmagean (Managing Associate) provided assistance in relation to competition, merger control and foreign direct investment aspects of the transaction. The financing team was made of Alexandru Retevoescu (Partner) and Bianca Eremia (Senior Associate). “Our relationship with Enterprise Investors spans many years and a broad range of mandates across both acquisitions and disposals. We sincerely appreciate their continued confidence in our team and are delighted to have advised them on this new strategic investment in Romania. This project is yet another example of our M&A team’s ability to support clients on the most complex, sophisticated and innovative deals in the market”, said Costin Taracila, Managing Partner of RTPR. “We are honoured to have supported Enterprise Investors and 18GYM on a transaction that brings together two strong and complementary businesses to create one of Romania’s leading fitness platforms. The mandate required close coordination across several workstreams and a pragmatic approach to a sophisticated deal structure. We would like to congratulate the Enterprise Investors and 18GYM teams, as well as all parties involved on reaching this important milestone”, added Marina Fecheta-Giurgica, Counsel at RTPR. Over the years, RTPR has supported Enterprise Investors on numerous high-profile transactions, including the sale of Profi supermarket chain to Mid Europa Partners, at the time the largest deal ever completed by a private equity fund in Romania and the largest deal in the retail sector in the country’s history, the acquisition of Noriel group and its subsequent sale to Sunman Group, the exits from Smartree Romania and Siveco Romania, the acquisition of Macon and Simcor, as well as the sale of Macon, the acquisition and subsequent sale of Artima, as well as its portfolio company PragmaGo on the acquisition of Omnicredit. RTPR is widely recognised for its extensive experience advising private equity funds and their portfolio companies throughout the investment lifecycle. The law firm has been involved in many of the most notable private equity transactions in Romania, acting for clients on both buy-side and sell-side mandates. Its strong track record in complex and market-defining projects has been consistently acknowledged by leading international legal directories, including Chambers & Partners, Legal 500 and IFLR1000, which rank the firm’s Corporate/M&A practice on the first tier and recommend a number of its lawyers as Leading Lawyers or Rising Stars in this field. Selected corporate/M&A deals in which RTPR have recently advised are set out below: -      Boldmind Capital Partners on the acquisition of Pallet Express S.R.L. from Delamode Group Limited, a portfolio company of BaltCap, the largest private equity fund manager in the Baltic states. -      Resource Partners, one of the largest CEE private equity funds, on the sale of its entire stake in Ia Bilet SRL, the well-known Romanian ticketing platform, to PLG Romania, part of AS Piletilevi PLG -      Viorel and Elena Tofan, the shareholders of Dinamic92 Distribution SRL, Romania’s leading independent tyre distributor, on the sale of the company to Nordic Tyre Group, one of Europe’s leading independent tyre wholesale and distribution platforms backed by Nordic private equity firm Axcel -      Provectus Capital Partners on the acquisition of a majority stake in Seatbelt Consulting, Romania’s market leading provider of occupational health and safety services -      Macquarie Asset Management (MAM) on the EUR700m sale of Evyro Group, owner of Distributie Energie Oltenia (DEO), a regulated electricity distribution network in Romania, to Premier Energy Group -      MidEuropa on the sale of Regina Maria Group to Mehiläinen in the largest ever healthcare services transaction in Central Europe -      MidEuropa on the sale of Cargus to courier company SAMEDAY, part of the eMAG group -      MidEuropa on the EUR1.3bn sale of Profi, in the largest transaction in the retail sector ever concluded in Romania -      Tenaris Silcotub on the acquisition of Artrom Steel Tubes, a European leader in the production of seamless steel pipes for industrial applications -      EMSA Capital on the sale of its 100% shareholding in Aplast, a Romanian manufacturer of PVC windows and doors, to Extruplast

RTPR has advised ENGIE Romania in relation to the sale of ENGIE Building Solutions S.R.L. to BMF GRUP, a portfolio company of private equity fund SARMIS Capital. ENGIE Building Solutions specialises in integrated technical services, energy efficiency and decarbonisation solutions for industrial and commercial clients, as well as office buildings. Following approval by the Romanian Competition Council, the transaction undertaken as part of ENGIE’s strategic portfolio refocusing was completed on 15 October 2026. ENGIE continues to expand its activities in Romania, while BMF GRUP has become the new owner of ENGIE Building Solutions. “The sale of ENGIE Building Solutions marks an important milestone in the implementation of ENGIE’s refocusing of the local energy management strategic portfolio. Throughout this transaction, RTPR provided highly valuable legal support, combining strong technical expertise with a pragmatic and business-oriented approach. Their ability to anticipate challenges, identify practical solutions and efficiently manage a complex and demanding process contributed significantly to the successful completion of the transaction. We would like to thank the entire RTPR team for their professionalism, commitment and excellent collaboration throughout the project”, said Marius Berariu, Head of Corporate, Competition, Litigation and Legal Assistance on Strategic Projects ENGIE Romania. The team of lawyers involved in this project was coordinated by Marina Fecheta-Giurgica (Counsel), under the supervision of Mihai Ristici (Partner), closely assisted by George Capota (Associate) with further support from Iulia Calin and Tudor Cucu (Junior Associates). “We are pleased to have assisted ENGIE Romania in this transaction and we thank them for their trust and for their excellent collaboration. This successful closing once again confirms our team’s ability to manage complex mandates, and the fact that ENGIE chose to work with our team again is, for us, the most valuable confirmation of the quality of the services we provide and the strong relationship we have built over time”, said Mihai Ristici, Partner at RTPR. “Transactions like this one require carefully structured solutions, close coordination between all parties involved and a pragmatic approach. We are honoured to have supported ENGIE throughout this process and that our expertise contributed to the realisation of this transaction”, said Marina Fecheta-Giurgica, Counsel at RTPR. RTPR is recognised for its impressive experience in the most sophisticated M&A transactions, every year the firm being recommended in the top of the specialty rankings. International legal directories Legal 500, Chambers & Partners and IFLR1000 which carry out detailed research of the global legal market every year, rank the Corporate/M&A practice in the first tier. At the same time, several of the team’s lawyers are recommended by the same publications as Leading Lawyers or Rising Stars in individual rankings. Selected corporate/M&A deals in which RTPR have recently advised are set out below: -      Nibiru Real Estate, the company developing the entertainment and leisure project NIBIRU launched this summer on the Romanian seaside, on its investment partnership with Inspire Asset Management -      Enterprise Investors and its portfolio company 18GYM on its investment in Stay Fit Gym -      Boldmind Capital Partners on the acquisition of Pallet Express S.R.L. from Delamode Group Limited, a portfolio company of BaltCap, the largest private equity fund manager in the Baltic states -      Resource Partners, one of the largest CEE private equity funds, on the sale of its entire stake in Ia Bilet SRL, the well-known Romanian ticketing platform, to PLG Romania, part of AS Piletilevi PLG -      Viorel and Elena Tofan, the shareholders of Dinamic92 Distribution SRL, Romania’s leading independent tyre distributor, on the sale of the company to Nordic Tyre Group, one of Europe’s leading independent tyre wholesale and distribution platforms backed by Nordic private equity firm Axcel -      Provectus Capital Partners on the acquisition of a majority stake in Seatbelt Consulting, Romania’s market leading provider of occupational health and safety services -      Macquarie Asset Management (MAM) on the EUR700m sale of Evyro Group, owner of Distributie Energie Oltenia (DEO), a regulated electricity distribution network in Romania, to Premier Energy Group -      MidEuropa on the sale of Regina Maria Group to Mehiläinen in the largest ever healthcare services transaction in Central Europe -      MidEuropa on the sale of Cargus to courier company SAMEDAY, part of the eMAG group -      MidEuropa on the EUR1.3bn sale of Profi, in the largest transaction in the retail sector ever concluded in Romania