Kyoko Tollenaar

Kandidaat-notaris | Counsel

Languages

Dutch
English

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Kyoko specialises in corporate law, national and international mergers and acquisitions, joint ventures and restructurings. She is also an expert on corporate governance. She advises both national and international listed and non-listed companies on finding creative and practical legal solutions.

As a member of Houthoff’s Equity Capital Markets team she has recently worked on the IPOs of DP Eurasia , Koninklijke VolkerWessels and Digi Communications and the preparations of the IPO of TMF Group. She also regularly assists public companies, including Kardan and Sligro Food Group, with respect to their annual general meetings and corporate governance.

Kyoko is a member of Houthoff’s Japan Team, which advises Japanese companies on investments and collaborations in the Netherlands. In addition, Kyoko regularly publishes articles in legal journals such as WPNR, gives legal courses, and is a lecturer in Corporate Law at the Law Firm School.

Qualifications & Experience

  • Grotius Academy specialisation course on Corporate Law
  • Notarial Law (Leiden University)


  • Houthoff, together with Dentons UK, advised and assisted Vimetco N.V. in connection with the delisting of its global depositary receipts ("GDRs") that were listed on the standard segment of the official list and traded on the main market of the London Stock Exchange. 

  • Houthoff advised Poiesz Supermarkten B.V., a chain of supermarkets in the Northern Netherlands, on the acquisition of Zorggroep Friesland B.V., sole shareholder of  Van Smaak B.V.. Van Smaak B.V. delivers meals to healthcare institutions and individual customers and has the whole relating process (including the purchase of the raw materials, processing and logistics) in house.

  • Dassault Systèmes, a developer of 3D design and engineering software, acquired AITAC B.V., which, together with its subsidiaries, develops marine and offshore engineering software.

    The acquisition allows Dassault Systèmes to strengthen its marine and offshore portfolio.
  • Houthoff represented Helios Investment Partners, jointly with Vinson & Elkins, on its acquisition of 100% of Fertilizers and Inputs Holding B.V. which holds Louis Dreyfus Company’s Africa-based fertilizers and inputs operations. The closing of the transaction is subject to regulatory approvals and other customary conditions.
  • Advised Orbimed Advisors, one of the leading debt investors in the life science sector, in a USD 100 Million debt financing of Pharming Group N.V. a Dutch listed company. The proceeds were used to redeem outstanding convertible bonds and an existing senior debt facility with Sillicon Valley Bank. As part of the transaction Pharming issued 9.2 million warrants to Orbimed.
  • Houthoff advised DP Eurasia N.V. and its shareholders (Turkish Private Equity Fund II L.P. and CEO Aslan Saranga) on the IPO of Netherlands-based DP Eurasia N.V. as premium listed company on the London Stock Exchange. DP Eurasia is the exclusive master franchisee of the Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia. The group offers pizza delivery, takeaway and eat-in facilities at its 571 stores. The IPO comprised both a primary and secondary offering of a total of 74.1 million shares, equating to an offer size of approximately £148 million. This represents 51% of DP Eurasia’s share capital on admission, excluding the over-allotment option (58.6% including full exercise of the over-allotment option). Securities issued by non-UK companies, such as DP Eurasia, cannot be held or transferred electronically (i.e. dematerialised) in the CREST system for a paperless settlement of trades in listed securities and are therefore settled in the form of depositary interests. The admission to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange took place on 3 July 2017.
  • Houthoff advised Vitol and Helios Investment Partners with the acquisition of a 20% interest in Vivo Energy from Shell. Further to the acquisition of Shell’s 20% shareholding in Vivo Energy by Vitol Africa B.V., Helios Investment Partners, acting on behalf of the funds to which it is advisor, and Vitol jointly own 100% of Vivo Energy.
  • Houthoff advised Vitol on the acquisition of OMV Petrol Ofisi Holding A. Ş. (Petrol Ofisi) from OMV AG. OMV AG is an international, integrated oil and gas company based in Vienna. The acquisition was announced on 3 March 2017 and is subject to certain conditions precedent and relevant regulatory approvals. Petrol Ofisi is the market leader in fuel products and distribution in Turkey. The firm is working in tandem with Hengeler Mueller on this case.
  • Houthoff advised VTTI B.V., a daughter company of Vitol, on a merger agreement with VTTI Energy Partners LP (VTTI). VTTI will acquire, for cash, all of the outstanding publicly held common units of the partnership, at a price of USD 19.50 per common unit for an aggregate transaction value of approximately USD 481 million. The transaction is to be effected through the merger of the partnership with a wholly owned subsidiary of VTTI B.V. The parties have entered into the definitive merger agreement on 8 May 2017. The merger is expected to close in the third quarter of 2017, and is subject to the satisfaction of certain conditions. Upon closing of the merger, the partnership will be an indirect wholly owned subsidiary of VTTI and will cease to be a publicly held partnership.
  • Houthoff advised the underwriters (Citigroup, Deutsche Bank, Société Générale, Raiffeisen and WOOD & Company) on the IPO of Netherlands-based Digi Communications N.V. on the Regulated Spot Market of the Bucharest Stock Exchange. Digi Communications is the controlling shareholder of RCS & RDS S.A., a leading provider of telecommunication services in Romania and Hungary. The IPO comprised an offer of class B ordinary shares by existing shareholders. Each class B ordinary share confers the right to cast one vote. The company also has class A ordinary shares which did not form part of the offer and which are not admitted to trading. Each class A ordinary share confers the right to cast ten votes. The class B ordinary shares have the same dividend rights as the class A ordinary shares. The shares were admitted to trading on 16 May 2017.
  • Houthoff advised Reggeborgh on the IPO of Koninklijke VolkerWessels on Euronext Amsterdam and advised both Reggeborgh and Koninklijke VolkerWessels on all governance-related matters. This included the preparation of the articles of association, the rules of the management board, the supervisory board and its committees, policies, the relationship agreement and the IPO decision-making. VolkerWessels is a market leading construction company operating primarily in the Netherlands, the United Kingdom, Germany and North America. Reggeborgh, which is wholly owned by the Wessels family, is still a majority shareholder. The Wessels family intends to become a long-term minority shareholder of VolkerWessels over time. VolkerWessels was listed on Euronext on 12 May 2017. Reggeborgh sold 25 million shares (31.25%), valuing the company at EUR 1.84 billion. This IPO was the largest in Europe to date in 2017 (outside of technology listings).
  • Houthoff represented Vitol and Helios Investment Partners, jointly with Vinson & Elkins on its acquisition of Shell’s 20% shareholding in Amsterdam-baesd Vivo Energy for USD 250m. On completion, Vivo will be owned 100% by Vitol and Helios, although Vivo will continue to operate under the Shell brand.

  • Houthoff, jointly with Skadden, represented TMF and the sellers in relation to both the proposed IPO on the London Stock Exchange and the eventual sale of the entire issued share capital of TMF Group to funds advised by CVC Capital Partners. The enterprise value of the transaction is EUR 1.75 billion, and the transaction is scheduled to close during the first half of 2018 subject to receipt of customary regulatory and competition approvals. Given the sale to CVC Capital Partners, the IPO will no longer proceed.