Jón Hallmar Stefánsson

BBA//Fjeldco acted as legal advisor to investment company SKEL and its subsidiaries in one of the largest corporate transactions of the year in the Icelandic retail market. The transaction involved the merger of Atlaga ehf. (formerly Heimkaup) and Samkaup hf., Drangar hf.’s acquisition of a controlling stake in the merged entity, as well as a comprehensive restructuring of the new corporate group.

The transaction included the merger of Atlaga ehf. and Samkaup hf., based on an agreement dated 20 February 2025. The merger formally took effect on 18 July 2025 along with Drangar hf.’s acquisition of a 98.6% stake in Samkaup, whereby shareholders were compensated with new shares in Drangar. Consequently, former shareholders of Samkaup acquired a 28.7% stake in Drangar. As part of the transaction settlement, Drangar also took over shareholdings in Orkan and Lyfjaval, making Drangar the parent company of the group. The companies that now form Drangar generated a combined revenue of approximately USD 615 million (approximately ISK 75 billion) in 2024. Based on the transaction, the equity value of Drangar was estimated at approximately USD 158 million (approximately ISK 19.3 billion and the total enterprise value, excluding lease liabilities, at approximately USD 224 million (ISK 27.3 billion). The new group will rank among the largest companies in the Icelandic grocery, pharmaceutical, and specialty retail sectors.

BBA//Fjeldco served as lead counsel to Hagar hf., one of Iceland's largest retail companies, in its acquisition of P/F SMS, a leading retail company based in the Faroe Islands. This landmark cross-border transaction, valued at approximately ISK 9 billion, underscores Hagar’s strategic expansion into the Arctic region and strengthens its position as a leader in the grocery retail sector.

This acquisition represents a pivotal step in integrating innovative retail strategies and enhancing operational synergies between the two companies. BBA//Fjeldco advised on the transaction structure, as well as conducting thorough due diligence, drafting and negotiating transaction documents, and addressing complex cross-border legal challenges.

As one of the most notable cross-border M&A transactions by an Icelandic company, it also highlights BBA//Fjeldco’s expertise in high-value cross-border mergers and acquisitions.