ALTERNATIVE FINANCING FORMS
FOR ENTREPRENEURS AND INVESTORS

Author: Tatjana Anderer

Gründerin des FYB-Verlag
News

Frank­furt — Shear­man & Ster­ling advi­sed frost­krone Group, a port­fo­lio company of Emeram Capi­tal Part­ners (“EMERAM”), on the finan­cing of its acqui­si­tion of Piz’­Wich, a specialty manu­fac­tu­rer of on-the-go frozen snack products. Sellers include Piz’­wich Manage­ment and the French private equity invest­ment company Ardian.

Piz’­wich is a manu­fac­tu­rer of white-label frozen snack products for super­mar­kets, hyper­mar­kets, airline cate­rers and food service provi­ders. Head­quar­te­red in Bulgné­ville, France, the company main­ta­ins stra­te­gic part­ner­ships with largely inter­na­tio­nal players.

EMERAM is an inde­pen­dent Munich-based invest­ment company for German-spea­king medium-sized compa­nies. Funds advi­sed by EMERAM provide capi­tal for the further deve­lo­p­ment of compa­nies with a fund volume of €350 million. EMERAM sees itself as a long-term busi­ness deve­lo­p­ment part­ner for compa­nies in the five sectors of consu­mer goods, retail, indus­trial goods, services and health­care. Shear­man & Ster­ling previously advi­sed EMERAM in 2017 on the finan­cing of the acqui­si­tion of frost­krone Group.

Advi­sor frost­krone Group: Shear­man & Sterling
Led by part­ner Winfried M. Carli, photo (Germany-Finance), part­ner Pierre-Nico­las Ferrand (Paris-Finance), part­ner Dr. Matthias Weis­sin­ger, asso­ciate Maria Iorno and tran­sac­tion specia­list Marina Kieweg (all Germany-Finance).

About Shear­man & Sterling
Shear­man & Ster­ling is an inter­na­tio­nal law firm with 22 offices in 13 count­ries and appro­xi­m­ately 850 lawy­ers. In Germany, Shear­man & Ster­ling is repre­sen­ted at the Frank­furt office. The firm is one of the inter­na­tio­nal market leaders in advi­sing on complex cross-border tran­sac­tions. World­wide, Shear­man & Ster­ling prima­rily advi­ses inter­na­tio­nal corpo­ra­ti­ons and large natio­nal compa­nies, finan­cial insti­tu­ti­ons, and large mid-sized compa­nies. For more infor­ma­tion, visit www.shearman.com.

News

Munich/ Lodnon — The invest­ment company Hg has acqui­red a majo­rity stake in the Medi­Fox Group. P+P advi­sed the manage­ment of Medi­Fox GmbH on the transaction.

The Medi­Fox Group is one of the leading soft­ware developers/distributors in its field and, with 265 employees, serves over 6,000 nursing services, reti­re­ment homes and thera­pists in Germany. Since its foun­ding in 1994, the Hildes­heim-based company has become a firmly estab­lished player in the health­care industry.

Hg is a Euro­pean private equity firm specia­li­zing in the tech­no­logy, services and indus­trial tech­no­logy sectors. Hg intends to further expand MediFox’s market posi­tion and conti­nue its growth strategy.

Advi­sor to Medi­Fox manage­ment on the tran­sac­tion: P+P Pöllath + Partners
Dr. Bene­dikt Hohaus (Part­ner, M&A/Private Equity, Manage­ment participation)
Dr. Roman Sten­zel (Coun­sel, M&A/Private Equity, Manage­ment Participation)

News

Berlin/ Zurich — Gleiss Lutz has advi­sed Inte­ger, the leading US medi­cal device manu­fac­tu­rer world­wide, on the sale of its Advan­ced Surgi­cal & Ortho­pe­dics busi­ness to MedPlast Group, a leading service provi­der to the medi­cal device indus­try. The purchase price is $600 million. The tran­sac­tion is subject to custo­mary regu­la­tory appr­ovals, inclu­ding anti­trust clearan­ces, and is expec­ted to close in the third quar­ter of 2018.

New York Stock Exch­ange-listed Inte­ger Holdings Corpo­ra­tion (NYSE: ITGR) is one of the world’s largest manu­fac­tu­r­ers of medi­cal devices for cardio­logy, neuro­mo­du­la­tion, ortho­pe­dics, vascu­lar surgery and surgery, as well as mobile medi­cal equip­ment. The company offers OEMs inno­va­tive, high-quality tech­no­lo­gies and manu­fac­tu­ring proces­ses. Inte­ger also deve­lops batte­ries for high-end niche appli­ca­ti­ons for utili­ties, mili­tary and envi­ron­men­tal appli­ca­ti­ons. The company’s brands also include Great­batch Medi­cal, Lake Region Medi­cal and Electrochem.

With the sale of the busi­ness, Inte­ger expects to improve the company’s numbers with a profit of $1.2 billion with higher margins, higher net profits, higher returns on inves­ted capi­tal and signi­fi­cantly lower debt.

MedPlast Inc. based in Tempe, Arizona, provi­des product design and deve­lo­p­ment, program and supply chain manage­ment for the deli­very of finis­hed medi­cal devices and compon­ents. The company is also invol­ved in the deve­lo­p­ment and supply of implan­ta­ble and biocom­pa­ti­ble plastics.

Advi­sor Inte­ger: Gleiss Lutz
The follo­wing Gleiss Lutz team led by Dr. Martin Viciano Gofferje (Part­ner, Corporate/M&A, Berlin) advi­sed Inte­ger on all aspects of German law in the tran­sac­tion: Dr. Micha Pfarr, Svenja Bender (both Corporate/M&A, both Berlin), Dr. Stefan Linge­mann (Part­ner), Dr. Rut Stein­hau­ser, Dr. Kathe­rina Wind (all Berlin, all Labor Law), Anto­nia Harbusch (Düssel­dorf), Sergej Bräuer (Frank­furt, both Anti­trust), Dr. Johann Wagner (Part­ner), Dr. Hendrik Marchal (Coun­sel, both Tax, both Hamburg) and Dr. Jacob von Andreae (Part­ner, Regu­la­tory, Düsseldorf).

Back in 2015, Gleiss Lutz acted for Inte­ger (then known as Great­batch) on all aspects of German law in its acqui­si­tion of compe­ti­tor Lake Region Medi­cal from private equity inves­tors KKR and Bain Capi­tal for appro­xi­m­ately $1.7 billion.

News

Berlin/ Zurich - Gleiss Lutz has advi­sed Inte­ger, the leading US medi­cal device manu­fac­tu­rer world­wide, on the sale of itsAdvan­ced Surgi­cal & Ortho­pe­dics busi­ness to MedPlast Group, a leading service provi­der to the medi­cal device indus­try. The purchase price is $600 million. The tran­sac­tion is subject to custo­mary regu­la­tory appr­ovals, inclu­ding anti­trust clearan­ces, and is expec­ted to close in the third quar­ter of 2018.

New York Stock Exch­ange-listed Inte­ger Holdings Corpo­ra­tion (NYSE: ITGR) is one of the world’s largest manu­fac­tu­r­ers of medi­cal devices for cardio­logy, neuro­mo­du­la­tion, ortho­pe­dics, vascu­lar surgery and surgery, as well as mobile medi­cal equip­ment. The company offers OEMs inno­va­tive, high-quality tech­no­lo­gies and manu­fac­tu­ring proces­ses. Inte­ger also deve­lops batte­ries for high-end niche appli­ca­ti­ons for utili­ties, mili­tary and envi­ron­men­tal appli­ca­ti­ons. The company’s brands also include Great­batch Medi­cal, Lake Region Medi­cal and Electrochem.

With the sale of the busi­ness, Inte­ger expects to improve the company’s numbers with a profit of $1.2 billion with higher margins, higher net profits, higher returns on inves­ted capi­tal and signi­fi­cantly lower debt.

MedPlast Inc. based in Tempe, Arizona, provi­des product design and deve­lo­p­ment, program and supply chain manage­ment for the deli­very of finis­hed medi­cal devices and compon­ents. The company is also invol­ved in the deve­lo­p­ment and supply of implan­ta­ble and biocom­pa­ti­ble plastics.

Advi­sor Inte­ger: Gleiss Lutz
Lead Dr. Martin Viciano Gofferje (Part­ner, Corporate/M&A, Berlin) advi­sed Inte­ger on all aspects of German law in the tran­sac­tion: Dr. Micha Pfarr, Svenja Bender (both Corporate/M&A, both Berlin), Dr. Stefan Linge­mann (Part­ner), Dr. Rut Stein­hau­ser, Dr. Kathe­rina Wind (all Berlin, all Labor Law), Anto­nia Harbusch (Düssel­dorf), Sergej Bräuer (Frank­furt, both Anti­trust), Dr. Johann Wagner (Part­ner), Dr. Hendrik Marchal (Coun­sel, both Tax, both Hamburg) and Dr. Jacob von Andreae (Part­ner, Regu­la­tory, Düsseldorf).

Back in 2015, Gleiss Lutz acted for Inte­ger (then known as Great­batch) on all aspects of German law in its acqui­si­tion of compe­ti­tor Lake Region Medi­cal from private equity inves­tors KKR and Bain Capi­tal for appro­xi­m­ately $1.7 billion.

News

Wielun — GALA-KERZEN, a port­fo­lio company of Equis­tone Part­ners, has acqui­red Korona Cand­les S.A. (“Korona”) of Poland. The sellers of Korona’s shares were private inves­tors and the manage­ment, which will take a reverse stake in GALA-KERZEN GRUPPE. The parties have agreed not to disc­lose details of the transaction.

Korona is a global manu­fac­tu­rer of cand­les and supplies renow­ned inter­na­tio­nal corpo­ra­ti­ons with a wide range of private label products. The company, based in Wieluń, Poland, was foun­ded in 1992 and also has a produc­tion faci­lity in Dublin, Virgi­nia, USA. The appro­xi­m­ately 1,000 employees gene­ra­ted sales of over 100 million euros.

With the third acqui­si­tion of GALA-KERZEN within a few months after the acqui­si­tion of the Indian Ramesh Flowers and the Berlin Juwel­Kerze, GALA-KERZEN rounds off its range and expands its inter­na­tio­nal presence. The company has thus become a leading global candle manufacturer.

In 2016, Equis­tone acqui­red a stake in GALA-KERZEN as part of a succes­sion plan. Equis­tone Part­ners Europe is one of Europe’s leading equity inves­tors with a team of more than 35 invest­ment specia­lists in six offices in Germany, Switz­er­land, France and the UK. Equis­tone prima­rily invests in estab­lished medium-sized companies.

Advi­sors to GALA-KERZEN on the German part of the tran­sac­tion: P+P Pöllath + Partners 
Dr. Andrea von Drygal­ski, Photo (Part­ner, Lead, M&A/PE, Munich), Dr. Verena Sten­zel (Senior Asso­ciate, M&A/PE, Munich), Dr. Bene­dikt Hohaus (Part­ner, Manage­ment Parti­ci­pa­tion, Munich), Dr. Roman Sten­zel (Coun­sel, Manage­ment Parti­ci­pa­tion, Munich), Nemanja Burgic (Asso­ciate, M&A/PE, Munich)

News

Berlin — The private equity company capi­ton AG sells its shares in Prefere Resins, one of the Euro­pean market leaders for the produc­tion and distri­bu­tion of phen­o­lic resins, to Silver­fleet Capi­tal. In 2017, the appro­xi­m­ately 320 employees of Prefere Resins gene­ra­ted sales of 222 million euros.

Prefere Resins is one of the Euro­pean market leaders for the deve­lo­p­ment, produc­tion and distri­bu­tion of phen­o­lic resins. The areas of appli­ca­tion are many and varied; phen­o­lic resins are used in the wood proces­sing indus­try, in the insu­la­tion indus­try, in mecha­ni­cal engi­nee­ring and in the auto­mo­tive indus­try, among others. In addi­tion to its head­quar­ters in Erkner near Berlin, Prefere Resins has subsi­dia­ries in Austria, France, Great Britain, Poland and Roma­nia, as well as two sites in Finland.

About the tran­sac­tion In Janu­ary 2014, capi­ton acqui­red the majo­rity of shares in the Prefere Resins Group as part of a carve-out of the Euro­pean phen­o­lic resin acti­vi­ties from the Scan­di­na­vian chemi­cal group Dynea. In 2016, capi­ton was alre­ady able to successfully imple­ment a refi­nan­cing of the company. As part of this tran­sac­tion, Inter­me­diate Capi­tal Group (“ICG”) acqui­red a mino­rity inte­rest in Prefere Resins and the manage­ment team increased its stake in the Company. Under the tran­sac­tion now signed, capi­ton and ICG will sell all shares in Prefere Resins. The tran­sac­tion is still subject to custo­mary market condi­ti­ons. The parties have agreed not to disc­lose the detailed terms of the transaction.

Consul­tant capi­ton AG:
Alan­tra (M&A, Debt Advisory)
Sidley Austin
BMH Bräu­ti­gam & Part­ner (Legal)
Deloitte (Commer­cial & Financial)
EY (Tax)
ERM (Envi­ron­men­tal)

About capi­ton AG
capi­ton is an inde­pen­dent, owner-mana­ged private equity company mana­ging a total fund volume of € 1.0 billion. Curr­ently, 11 medium-sized compa­nies are in capi­ton AG’s invest­ment port­fo­lio. capi­ton accom­pa­nies manage­ment buy-outs and growth finan­cing for estab­lished medium-sized compa­nies as an equity partner.

 

News

Pfäf­fi­kon (Switzerland)/ Krailing/ Stutt­gart — A private equity fund advi­sed by CGS Manage­ment AG has acqui­red a majo­rity stake in Inno­Las Solu­ti­ons GmbH. Toge­ther with the previous owner Richard Grund­mül­ler, who will retain a stake in the company, CGS intends to deve­lop Inno­Las Solu­ti­ons GmbH into a global laser machine buil­der for micro­ma­te­rial proces­sing as part of a buy and build stra­tegy. CGS Managent AG was advi­sed by a team led by Stutt­gart-based part­ner Dr. Hermann Ali Hinde­rer of Heuking Kühn Lüer Wojtek.

Inno­Las Solu­ti­ons GmbH is a deve­lo­per and produ­cer of custo­mi­zed machi­nes and process solu­ti­ons for high-precis­ion laser appli­ca­ti­ons in the photo­vol­taic, elec­tri­cal and semi­con­duc­tor indus­tries as well as in precis­ion engi­nee­ring. With 80 employees, the company supplies custo­mers in the core markets of Europe, the USA and Asia. Inno­Las Solu­ti­ons GmbH has its head­quar­ters in Krailling, Germany.

CGS Manage­ment AG has its regis­tered office in Pfäf­fi­kon SZ, Switz­er­land. CGS deve­lops medium-sized compa­nies into inter­na­tio­nal groups. CGS funds have been inves­t­ing in plat­form compa­nies in the German-spea­king count­ries of Europe and in comple­men­tary acqui­si­ti­ons world­wide since 1999.

Heuking Kühn Lüer Wojtek provi­ded compre­hen­sive legal advice to CGS on the tran­sac­tion. The advice also included the super­vi­sion and coor­di­na­tion of the acqui­si­tion of assets in the USA. Follo­wing the acqui­si­tion of the Stürtz Group, the take­over of Inno­Las Solu­ti­ons GmbH is alre­ady the second tran­sac­tion that Heuking Kühn Lüer Wojtek has advi­sed CGS on within the last six months.

Advi­sors to CGS Manage­ment AG: Heuking Kühn Lüer Wojtek
Dr. Hermann Ali Hinde­rer, LL.M. (USD) (Lead, Corporate/M&A),
Lena Zieg­ler (Corporate/M&A),
Antje Münch, LL.M. (IP/IT),
Dr. Markus Klin­ger (IP/IT),
Dr. Frank Baßler (Real Estate Law), all Stuttgart
Astrid Well­hö­ner, LL.M. Eur. (Labor Law), Munich
Dr. Frede­rik Wiemer (Anti­trust Law), Hamburg
Frank Holl­stein (Commer­cial), Frankfurt
Dr. Anton Horn
Peter Horst­mann (both IP/IT), both Düsseldorf
Ute Klemm, LL.M. (Public Law), Frankfurt
Dr. Stefan Jöster, LL.M. (insu­rance law), Cologne

News

Weßling/ Munich — Gimv acqui­res majo­rity stake in Laser 2000 GmbH, a market leader for the distri­bu­tion of photo­nics solu­ti­ons in Europe. Toge­ther with the previous owners of the company, the Euro­pean invest­ment company Gimv has reached an agree­ment on the acqui­si­tion of 75% of the shares in Laser 2000 GmbH. As part of the tran­sac­tion, it was agreed that the foun­der and mana­ging direc­tor Armin Luft will conti­nue to hold a mino­rity stake in the company.

Laser 2000 (www.laser2000.de) was foun­ded in 1986 and has since deve­lo­ped into an inde­pen­dent Euro­pean market leader for inno­va­tive laser and photo­nics solu­ti­ons. The company’s compre­hen­sive product port­fo­lio ranges from lasers and light sources for mate­rial proces­sing to metro­logy and fiber optics, as well as 3D image proces­sing, opti­cal measu­ring instru­ments and came­ras. With over 30 years of expe­ri­ence in the market, Laser 2000 is a pioneer in the photo­nics indus­try and ther­e­fore alre­ady has long-stan­ding custo­mer and supplier rela­ti­onships. Custo­mers include renow­ned compa­nies and rese­arch insti­tu­ti­ons from the fields of auto­ma­tion and sensor tech­no­logy, opti­cal commu­ni­ca­ti­ons and network tech­no­logy, biotech­no­logy and medi­cine, the auto­mo­tive indus­try, and aero­space technology.

In recent years, the company, which is head­quar­te­red in Weßling and employs a total of 65 people, has grown conti­nuously and has steadily expan­ded its busi­ness by estab­li­shing seve­ral foreign subsi­dia­ries in Europe (France, Spain, Sweden). Laser 2000 bene­fi­ted from conti­nuous market growth in the photo­nics sector.

Laser 2000 is very well posi­tio­ned for the future: In the coming years, the company will conti­nue to expand its natio­nal and inter­na­tio­nal busi­ness as a proven compe­tent part­ner and consul­tant for its custo­mers and suppli­ers. With its compre­hen­sive product port­fo­lio and comple­men­tary custo­mer-speci­fic system solu­ti­ons, Laser 2000 can opti­mally serve all custo­mer needs in this field with its products and services. In addi­tion, the photo­nics market conti­nues to expect strong market growth in the future, also based on new fields of appli­ca­tion for laser technology.

Armin Luft, foun­der and CEO of Laser 2000, explains: “Opti­cal tech­no­lo­gies are pene­t­ra­ting more and more appli­ca­tion areas in indus­try. For more than 30 years we have stood for inno­va­tion, crea­ti­vity, quality and highest custo­mer satis­fac­tion in the photo­nics market and we want to grow further. I am very plea­sed to have found in Gimv a part­ner for the succes­sion who stands for successful, long-term coope­ra­tion and sustainable value crea­tion in medium-sized compa­nies. We share the enthu­si­asm for future tech­no­lo­gies and will conti­nue the success story of Laser 2000 together.”

Ronald Bartel, Part­ner in the Munich office and active in the Smart Indus­tries divi­sion of Gimv, adds: “Photo­nics is a cross-sectional tech­no­logy in all important indus­tries and will decisi­vely shape this century tech­no­lo­gi­cally and econo­mic­ally — whether in Indus­try 4.0, auto­no­mous driving, diagno­stics or broad­band trans­mis­sion. In this context, Laser 2000 is excel­lently posi­tio­ned as an inde­pen­dent inter­me­diary between custo­mers and a variety of suppli­ers and products. The company has the best prere­qui­si­tes to further expand its market leader­ship — and we want to actively support it in this endeavor.”

The tran­sac­tion is still subject to appr­oval by the anti­trust autho­ri­ties. Further details of the tran­sac­tion will not be disclosed.

About Gimv
Gimv is a Euro­pean invest­ment firm with nearly 40 years of expe­ri­ence in private equity and venture capi­tal. The company is listed on Euron­ext Brussels, curr­ently mana­ges around EUR 1.6 billion and has invest­ments in 50 port­fo­lio compa­nies. As a reco­gni­zed leader in exclu­sive invest­ment plat­forms, Gimv iden­ti­fies inno­va­tive, leading compa­nies with high growth poten­tial and supports them on their way to market leader­ship. Each of the four invest­ment plat­forms Connec­ted Consu­mer, Health & Care, Smart Indus­tries and Sustainable Cities is mana­ged by a dedi­ca­ted and compe­tent team, each based in Gimv’s home markets — Bene­lux, France and DACH — and supported by an exten­sive inter­na­tio­nal network of experts.

News

Dettin­gen an der Erms/Stuttgart — The Uniplast Knauer Group, a leading manu­fac­tu­rer of thin-walled plas­tic pack­a­ging for the food indus­try, had been under­go­ing a restruc­tu­ring process since 2013. Toge­ther with the trus­tee Dr. Thilo Schultze from the law firm Grub Brug­ger, the manage­ment team in the company, with the mana­ging direc­tors Chris­toph Ries (CEO) and Andreas Doster (COO) at the helm, has succee­ded in stabi­li­zing the core busi­ness over the past three years.

With around 3 billion plas­tic packa­ges produ­ced per year, the Uniplast Knauer Group is the leading manu­fac­tu­rer of plas­tic pack­a­ging in the German dairy indus­try. The group achie­ved sales of around 70 million euros in 2017. The group employs 400 people at its produc­tion sites in Dettin­gen, south of Stutt­gart, and Bad Laas­phe in North Rhine-Westphalia.

Effec­tive May 02, 2018, the Uniplast Knauer Group was acqui­red by the listed indus­trial holding Blue Cap AG. In the inter­na­tio­nal bidding process initia­ted by Concen­tro, Blue Cap AG was able to prevail over the other inte­res­ted parties not only with an attrac­tive offer for all parties invol­ved, but above all with an attrac­tive perspec­tive for the group of companies.

With the help of Blue Cap AG, the company has now succee­ded in restruc­tu­ring and refi­nan­cing its balance sheet in advance of the inten­ded further opera­tio­nal deve­lo­p­ment of the group of compa­nies. With around 3 billion plas­tic cups produ­ced annu­ally, Uniplast Knauer is the market leader in the southern German dairy indus­try. Throug­hout its history, the company foun­ded by Karl­heinz Knauer in 1968 has often been a pioneer for new and inno­va­tive cup shapes and has always been a tech­no­lo­gi­cal leader, espe­ci­ally in thin-walled in-mold labe­l­ing injec­tion molding products, but also in the field of ther­mo­forming. Thanks to its strong market posi­tion and its good and broad tech­ni­cal base compared with its compe­ti­tors, the company has succee­ded in main­tai­ning its leading role even during the restruc­tu­ring phase.

With Blue Cap AG, which is alre­ady invol­ved in the pack­a­ging indus­try, as a share­hol­der, “Knauer-Uniplast will conti­nue to exist as a well-known, relia­ble pack­a­ging specia­list and inde­pen­dent company ‚” says Dr. Hanns­pe­ter Schu­bert, CEO of Blue Cap AG. Accor­ding to his plans, on the one hand the exis­ting market posi­tion in the dairy market is to be secu­red by new invest­ments, and on the other hand, based on “Knauer-Uniplast’s tech­no­logy and deve­lo­p­ment compe­tence, pack­a­ging solu­ti­ons outside the tradi­tio­nal food indus­try are also to be deve­lo­ped”. Inten­sive talks were held with a wide range of poten­tial inves­tors as part of the inter­na­tio­nal bidding process. “In addi­tion to the balance sheet restruc­tu­ring, the main focus of the process from the management’s point of view was to find a relia­ble part­ner for the company with whom the diverse growth poten­ti­als can be lever­a­ged in the best possi­ble way and thus the strong market posi­tion can be secu­red in the long term. “With Blue Cap, we are convin­ced that we have found the right part­ner to realize the exis­ting poten­tial,” says Andreas Doster, who as Mana­ging Direc­tor has stee­red the group of compa­nies through the most diffi­cult phase of its history and will now conti­nue to manage it toge­ther with Blue Cap.

In the prepa­ra­tion and execu­tion of the tran­sac­tion, the law firm Menold Bezler provi­ded compre­hen­sive legal advice to the Knauer Group, in parti­cu­lar with regard to the adjus­t­ment of the complex finan­cing structure.

Advi­sor to seller | trus­tee Dr. Thilo Schultze: Kanz­lei Grub Brug­ger (www.grub-brugger.de)
Attor­ney-at-law Dr. Thilo Schultze (Treu­hander) (leading), Attor­ney-at-law Maxi­mi­lian Rötscher (Treu­hand, M&A). — Dr. Thilo Schultze is a lawyer and part­ner in the Stutt­gart office of the law firm Grub Brug­ger & Part­ner. He is, among other things, co-author of the banking commen­tary on insol­vency law, editor of a profes­sio­nal jour­nal and lectu­rer at the German Lawy­ers’ Academy. He has been accom­pany­ing compa­nies and their boards in special situa­tions for 15 years. As a trus­tee, he also assu­mes opera­tio­nal respon­si­bi­lity for restruc­tu­rings and M&A transactions.

CRO / Manage­ment | Mana­ging Director/CEO/CRO: Chris­toph Riess / Stra­tegy Pilots (www.strategy-pilots.de) Riess Stra­tegy Pilots advi­ses compa­nies from a wide range of indus­tries and supports them in parti­cu­lar in the context of stra­te­gic realignments. Chris­toph Riess has exten­sive, inter- natio­nal manage­ment expe­ri­ence. At the begin­ning of the crisis situa­tion, he accom­pa­nied the Uniplast Knauer Group as a gene­ral repre­sen­ta­tive before taking over the role of CEO in a board posi­tion in 2015. Since then, he has been mana­ging the company’s busi­ness toge­ther with Andreas Doster, and in this role has played a key role in driving forward the opera­tio­nal restruc­tu­ring of the group of companies.

Advi­sor to the sellers | Legal support: Law firm Menold Bezler (Stutt­gart, www.menoldbezler.de)
Dr. Chris­toph Wink­ler (Corpo­rate Law, M&A), Jost Ruders­dorf (Corpo­rate Law, M&A) (leading), Frie­de­rike Frosch (Corpo­rate Law, M&A), Stef­fen Foll­ner (Banking Law, Financing)

About Menold Bezler
Menold Bezler is one of the leading medium-sized commer­cial law firms in Germany. More than 90 profes­sio­nals in Stutt­gart advise private compa­nies and the public sector on all aspects of commer­cial law: from labor, corpo­rate, compe­ti­tion and anti­trust law to energy and real estate law, envi­ron­men­tal and cons­truc­tion plan­ning law or public procu­re­ment law. The firm assists clients in restruc­tu­ring, corpo­rate acqui­si­ti­ons, finan­cing and capi­tal market tran­sac­tions as well as restruc­tu­ring and reor­ga­niza­tion or succes­sion planning.

Tax support: RWT Reut­lin­ger Wirt­schafts­treu­hand GmbH (www.rwt-gruppe.de)
Raphael Zeisset, Georg Kess­ler as audi­tors and tax consultants

About RWT
Reut­lin­ger Wirt­schafts­treu­hand (RWT) is an audi­ting and consul­ting company with inter­na­tio­nal connec­tions, ancho­red in its Swabian home­land. RWT covers a broad range of consul­ting services with a focus on family businesses.

Tran­sac­tion Control/M&A: Concen­tro Manage­ment AG (www.concentro.de/)
Dr. Alex­an­der Sasse (Part­ner), Sebas­tian Mink (Prin­ci­pal), Johan­nes Dürr (Senior Consul­tant), Julian Napo­li­tano (Consul­tant), Bene­dikt Hofstet­ter (Consul­tant)

About Concen­tro Management
Concen­tro Manage­ment AG is a medium-sized consul­ting company with a focus on M&A consul­ting, mainly in tran­si­tion situa­tions, restruc­tu­ring consul­ting and corpo­rate manage­ment. With 35 employees at four loca­ti­ons in Germany, Concen­tro works in an imple­men­ta­tion and success-orien­ted manner. The aim is to gene­rate added value for the custo­mer through an indi­vi­dual consul­ting service.

News

Leip­zig — The owners of FIO SYSTEMS AG sell to Hypo­port AG. As part of the tran­sac­tion, some of the exis­ting share­hol­ders of FIO SYSTEMS AG will acquire shares in Hypo­port AG as part of a capi­tal increase through contri­bu­ti­ons in kind using autho­ri­zed capi­tal at Hypo­port AG. Heuking Kühn Lüer Wojtek provi­ded compre­hen­sive advice to the share­hol­ders of Leip­zig-based FIO Systems AG in connec­tion with the sale and partial contri­bu­tion of all their shares in or to Hypo­port AG.

The company of the share­hol­ders advi­sed by Heuking Kühn Lüer Wojtek, FIO SYSTEMS AG, is one of the leading specia­list provi­ders of web-based soft­ware solu­ti­ons for the finance, housing and real estate industries.

The acqui­ring Hypo­port AG is a tech­no­logy-based finan­cial service provi­der listed on the Regu­la­ted Market of the Frank­furt Stock Exch­ange (Prime Stan­dard) and head­quar­te­red in Berlin. Toge­ther with its subsi­dia­ries, it is active in the fields of consul­ting, manage­ment and infor­ma­tion systems deve­lo­p­ment, parti­cu­larly in the area of real estate finance and the inter­me­dia­tion of loans, insu­rance and invest­ment products between clients and finan­cial service provi­ders in the Euro­pean Econo­mic Area, as well as the opera­tion and deve­lo­p­ment of infor­ma­tion systems for the distri­bu­tion of finan­cial services.

In the tran­sac­tion, the share­hol­ders of FIO SYSTEMS AG were advi­sed by Dr. Rainer Hersch­lein and his team of lawy­ers. The advice included in parti­cu­lar the legal and tax support of the tran­sac­tion and the indi­vi­dual share­hol­ders as well as the proces­sing and nego­tia­tion of all contracts in the context of the tran­sac­tion, in parti­cu­lar the purchase and contri­bu­tion-in-kind agreement.

Advi­sor to the share­hol­ders of FIO SYSTEMS AG: Heuking Kühn Lüer Wojtek
Dr. Rainer Hersch­lein, Photo (Lead Part­ner, Corpo­rate / Stuttgart)
Fabian F. Gaffron (Tax Law / Hamburg)
Dr. Thors­ten Kuthe (Capi­tal Markets / Cologne)
Chris­to­pher Görtz (Capi­tal Markets / Cologne)
Bene­dikt Raisch (Corpo­rate, M&A / Stuttgart)
Antje Münch (IP/IT / Stuttgart)
Dr. Anto­nia Stein (Labor Law / Stuttgart)
Corne­lia Schwiz­ler (Corpo­rate, M&A / Stuttgart)

News

Munich — Inter­na­tio­nal law firm Reed Smith announ­ced today that renow­ned tran­sac­tion specia­list Florian Hirsch­mann (photo) will join the Euro­pean Corporate/M&A prac­tice in its Munich office. Florian Hirsch­mann is curr­ently co-head of the China Desk at DLA Piper.

Florian Hirsch­mann focu­ses on private equity and M&A tran­sac­tions with a parti­cu­lar empha­sis on legal advice to Chinese funds and stra­te­gic finan­cial inves­tors on their invest­ments in Germany. He regu­larly advi­ses Euro­pean funds and German compa­nies in Germany and abroad. At Reed Smith, Florian Hirsch­mann will work inten­si­vely with colle­agues in our Beijing, Shang­hai and Hong Kong offices, assis­ting clients with their inbound and outbound invest­ments between China and Europe.

“For some time now, it has been our goal to build on the strengths of our Corporate/M&A prac­tice in Europe. Over the past 18 months, the teams in London and Paris have grown signi­fi­cantly. Florian Hirschmann’s move to our Munich office will allow us to comple­ment our exis­ting exper­tise as well as expand our M&A/PE advi­sory offe­ring to clients in Europe,” said Delphine Currie, Reed Smith Part­ner and Co-chair of the Corpo­rate practice.

Oliver Rathje, Office Mana­ging Part­ner of the Munich office, adds: “The expan­sion of our offices in Germany demons­tra­tes Reed Smith’s high commit­ment to the German market. Growth in line with the wishes and consul­ting needs of our clients is and remains our goal. We are deligh­ted to welcome Florian Hirsch­mann to our team of around 60 in Germany.”

News

Düssel­dorf — The part­ners’ meeting of ARQIS has unani­mously appoin­ted Dr. Andrea Panzer-Heemeier (photo) as Mana­ging Part­ner of the firm. The 45-year-old equity part­ner will assume the role for four years and retroac­tively to the start of the fiscal year on Janu­ary 1, 2018. The posi­tion was newly intro­du­ced in the firm.

“Since its foun­da­tion twelve years ago, ARQIS has grown from a handful of employees to around 45 lawy­ers at three loca­ti­ons, and in the process has estab­lished an excel­lent market posi­tion,” explains Dr. Andrea Panzer-Heemeier. “I look forward to driving further growth as well as stra­te­gic firm projects in the coming years as Mana­ging Part­ner of the firm.”

ARQIS plans to recruit addi­tio­nal late­ral hires, parti­cu­larly for the M&A area. In addi­tion, a Chief Opera­tion Offi­cer (COO) will be appoin­ted in the near future as a link between the Mana­ging Part­ner and the Busi­ness Services depart­ment, which has been conti­nuously expan­ded in recent years. Decis­ion-making chan­nels are stream­li­ned over­all and manage­ment is effec­tively supported in the long term.

Dr. Andrea Panzer-Heemeier is one of the part­ners who foun­ded ARQIS. Prior to her recent appoint­ment, the employ­ment lawyer had served as the firm’s part­ner in charge of human resour­ces for many years. She will conti­nue to advise and lead the 12-person employ­ment law team.

About ARQIS
ARQIS is an inde­pen­dent busi­ness law firm opera­ting in Germany and Japan. The firm was foun­ded in 2006 at its current offices in Düssel­dorf, Munich and Tokyo. Around 45 profes­sio­nals advise dome­stic and foreign compa­nies at the highest level on the core issues of German and Japa­nese busi­ness law. The focus is on M&A, corpo­rate law, private equity, venture capi­tal, employ­ment law, private clients as well as intellec­tual property and litigation.

News

New York/ Munich — Morpho­sys, based in Munich, succee­ded in achie­ving the largest IPO of a German biotech company on the Nasdaq in the USA to date and one of the largest share place­ments ever in the German biotech sector. The company’s shares were previously only listed in Germany.

With the fresh capi­tal, Morpho­sys is prepa­ring for the further expan­sion of its clini­cal rese­arch and the possi­ble market launch of its first own product candi­date in 2020.

The stock market proceeds will bring the company’s capi­tal reser­ves to around 450 million euros, a lot of money for the ambi­tious projects.

The expen­sive drug rese­arch and deve­lo­p­ment, which curr­ently still leads to losses on the balance sheet, was the driving force behind the US IPO. For 2018, the company is projec­ting around 100 million euros in rese­arch costs and 110 to 120 million euros in opera­ting losses. But such numbers are not unknown to U.S. inves­tors, nor are they a deal-brea­ker if the tech­no­logy and over­all stra­tegy are judged to be of value.

Morpho­sys’ stra­te­gic goal is to become a “fully inte­gra­ted commer­cial biophar­maceu­ti­cal” company with drugs deve­lo­ped in-house. In this respect, the Munich-based company is in global compe­ti­tion, espe­ci­ally with strong U.S. companies.

Morpho­sys’ current hope is an anti­body compound called MOR208, which the company is test­ing in the final phase III trial against certain forms of blood cancer, so-called B‑cell lympho­mas. It could — if the promi­sing data so far are further confirmed — enter the first appr­oval proce­du­res next year and be laun­ched on the market in 2020. The U.S. Food and Drug Admi­nis­tra­tion has gran­ted this drug candi­date “breakth­rough therapy” status, which comes with expe­di­ted consul­ta­tion and review proce­du­res, among other bene­fits. A further four proprie­tary MOR product candi­da­tes are in earlier stages of clini­cal development.

In addi­tion, clini­cal trials with more than two dozen compounds based on Morpho­sys’ tech­no­logy are curr­ently under­way with part­ners from the phar­maceu­ti­cal indus­try. In the event of appr­oval, the Munich-based company is entit­led to royal­ties on these active ingre­di­ents. A first product from these part­ner programs, the psoria­sis drug Trem­fya deve­lo­ped by John­son & John­son, has been appro­ved since 2017 — and is alre­ady gene­ra­ting initial reve­nues for the Munich-based company. Nume­rous other projects based on Morpho­sys’ subs­tance libra­ries are in the earlier, precli­ni­cal phase of rese­arch: a total of around 100 anti­body projects.

Thanks to this two-pron­ged stra­tegy with the deve­lo­p­ment of proprie­tary compounds and tech­no­logy part­ner­ships, Morpho­sys now has a rela­tively broad base and is in prin­ci­ple not depen­dent on indi­vi­dual projects, and can focus on its own developments.

The U.S. Nasdaq, at any rate, is deligh­ted with the weighty new addi­tion, and its Presi­dent Nelson Griggs attests to the company from Plan­egg near Munich: “Morpho­Sys’ rich expe­ri­ence in anti­body disco­very and deve­lo­p­ment, coupled with its proprie­tary tech­no­lo­gies, makes it a leading company in the biophar­maceu­ti­cal indus­try. We are plea­sed to welcome Morpho­Sys to the Nasdaq Stock Exch­ange and support the company’s contin­ued success in impro­ving the lives of pati­ents with serious diseases.”

MorphoSys’s common shares are listed on the Frank­furt Stock Exch­ange under the symbol “MOR”. The ADSs are listed on the Nasdaq Global Market under the symbol “MOR.”

Gold­man Sachs & Co. LLC, J.P. Morgan Secu­ri­ties LLC and Leer­ink Part­ners LLC acted as lead book-running mana­gers for the offe­ring; Beren­berg Capi­tal Markets, LLC and JMP Secu­ri­ties LLC acted as co-mana­gers for the ADS offering.

Photo: Nasdaq Inc.

News

Bad Camberg - Service­ware SE successfully goes public with Heuking Kühn Lüer Wojtek. A team led by Colo­gne-based part­ner Dr. Thors­ten Kuthe advi­sed Service­ware SE on its IPO in the Prime Stan­dard segment of the Frank­furt Stock Exch­ange. The company star­ted trading on the stock exch­ange on April 20.

The offer was signi­fi­cantly over­sub­scri­bed. The total issue volume is EUR 88.9 million, of which EUR 60 million gross will flow to the company. The IT company intends to use the money to grow further, drive forward its inter­na­tio­na­liza­tion and expand its sales acti­vi­ties to incre­asingly address large corpo­ra­ti­ons. COMMERZBANK Akti­en­ge­sell­schaft and Hauck & Aufhäu­ser Privat­ban­kiers Akti­en­ge­sell­schaft acted as Joint Global Coor­di­na­tors and Joint Book­run­ners for the transaction.

Service­ware SE, head­quar­te­red in Bad Camberg, Germany, is a leading provi­der of soft­ware solu­ti­ons for the digi­tiza­tion and auto­ma­tion of service proces­ses, enab­ling compa­nies to increase their service quality and effi­ci­ently manage their service costs. With 285 employees, Service­ware serves more than 500 custo­mers from a wide range of indus­tries, inclu­ding nine DAX-listed compa­nies and four of the seven largest German companies.

Advi­sor Service­ware SE: Heuking Kühn Lüer Wojtek
Dr. Thors­ten Kuthe (Lead Part­ner), Chris­to­pher Görtz, Stefan Wester­heide, LL.M. oec, Sascha Beck (all stock corpo­ra­tion and capi­tal markets law), all Colo­gne; Dr. Helge-Tors­ten Wöhlert (corpo­rate law, Munich); Dr. Uwe Hart­mann (notary), Frankfurt

News

Düssel­dorf — Chris­toph Büth (51) will become the new Head of Equity Finan­cing and Invest­ments as of July 15, 2018. He succeeds Dr. Peter Güll­mann, who will leave NRW.BANK in the middle of the year.

Michael Stöl­ting, Member of the Mana­ging Board of NRW.BANK, says: “NRW.BANK’s equity capi­tal finan­cing acti­vi­ties are of central importance for modern start-up, SME and inno­va­tion promo­tion in North Rhine-West­pha­lia and thus of incre­asing stra­te­gic importance for the Bank. We ther­e­fore alre­ady signi­fi­cantly expan­ded our venture capi­tal commit­ment at the end of last year. In this respect, we are plea­sed that we were able to fill the posi­tion intern­ally at NRW.BANK with a very expe­ri­en­ced expert and connois­seur of the invest­ment business.”

Büth has been employed at NRW.BANK since 2007 — initi­ally as an equity invest­ment mana­ger, then as Head of the SME Equity Finan­cing Depart­ment since 2009. Previously, the trai­ned banker and graduate in busi­ness admi­nis­tra­tion worked in the invest­ment busi­ness of WestLB.

About NRW.BANK
NRW.BANK is the deve­lo­p­ment bank for North Rhine-West­pha­lia. It supports its owner, the state of NRW, in its struc­tu­ral and econo­mic policy tasks. In its three promo­tion fields “Economy”, “Housing” and “Infrastructure/Municipalities”, NRW.BANK uses a broad range of promo­tion instru­ments: from low-inte­rest deve­lo­p­ment loans to equity finan­cing and advi­sory services. It works toge­ther with all banks and savings banks in NRW on a compe­ti­tion-neutral basis. In its promo­tion acti­vi­ties, NRW.BANK also takes into account exis­ting offers from the fede­ral govern­ment, the state and the Euro­pean Union.

News

Anti­trust autho­ri­ties inter­vene massi­vely — USA remains attrac­tive- Chinese inves­tors have a hard time

Frank­furt — The M&A market got off to a buoyant start in the first quar­ter of 2018. The unch­an­ged good econo­mic condi­ti­ons, favorable debt capi­tal and a market with attrac­tive take­over targets ensure dyna­mic tran­sac­tion acti­vity that is unaf­fec­ted by poli­ti­cal and regu­la­tory diffi­cul­ties. This applies in parti­cu­lar to tran­sac­tions with German parti­ci­pa­tion on the buyer, seller or target company side. Despite a slightly lower number of 550 deals compared with the first quar­ter of the previous year, the tran­sac­tion volume for deals with German parti­ci­pa­tion rose to US$82.8 billion. Thus, the market conti­nues to move at a remar­kably high level, accor­ding to the results of the latest M&A Insights by Allen & Overy.

Deal Driver
Deal drivers are prima­rily digi­tiza­tion and auto­ma­tion, which as major tech­no­lo­gi­cal trends ensure that IT compa­nies are very active on the buy side. At the same time, howe­ver, compa­nies in this sector are beco­ming attrac­tive targets for stra­te­gic inves­tors, who are thus expan­ding their product and tech­no­logy port­fo­lios. In addi­tion, as in previous years, the phar­maceu­ti­cal and health­care sectors as well as indus­trial services and tele­com­mu­ni­ca­ti­ons are very active. There is also move­ment again in the banking sector, where there have been few tran­sac­tions in the recent past, not least because of the acqui­si­tion of HSH Nord­bank by a group of inde­pen­dent inves­tors led by U.S. finan­cial inves­tors Cerbe­rus and J.C. Flowers for EUR 1 billion.

From a German perspec­tive, the inten­ded break-up of Innogy was undoub­tedly a high­light of M&A acti­vity. RWE and E.ON, Germany’s two largest energy utili­ties, have agreed to split the former Innogy busi­nesses between them. The deal volume here amounts to 37.86 billion US dollars.

Another bang for the buck in the first quar­ter: Geely’s invest­ment in Daim­ler AG with a tran­sac­tion value of US$8.95 billion.

Anti­trust autho­ri­ties cause M&A deals to fail
The impres­sion that anti­trust autho­ri­ties are inter­vening massi­vely in M&A acti­vity has recently been rein­forced once again. Parti­cu­larly in areas where market shares are too high across all sectors, plan­ned tran­sac­tions are some­ti­mes subject to drastic rest­ric­tions or even fall through altog­e­ther in the end. The most promi­nent recent exam­ple is certainly the failed take­over of Air Berlin subsi­diary Niki by Luft­hansa. This trend is also borne out by figu­res: Accor­ding to an Allen & Overy survey of merger control prac­ti­ces in 26 juris­dic­tions, 38 deals failed due to regu­la­tory vetoes in 2017 alone.

“Tran­sac­tions are getting bigger, but in certain markets the number of compe­ti­tors is getting smal­ler. Where anti­trust autho­ri­ties inter­vene, howe­ver, they feed further M&A acti­vity,” says M&A part­ner Dr. Hart­mut Krause (photo). For exam­ple, Bayer has to make a number of dive­st­ments in order to complete the Mons­anto deal. The Linde/Praxair merger is also subject to strict condi­ti­ons impo­sed by the anti­trust authorities.

More diffi­cult condi­ti­ons for Chinese investors
After 2016, the record year for Chinese corpo­rate acqui­si­ti­ons in Germany, Chinese M&A acti­vity has decli­ned some­what since 2017. As a result, there were only a few, rather small tran­sac­tions in the first quar­ter of this year. Hart­mut Krause explains the reasons: “On the one hand, the Chinese govern­ment issued regu­la­ti­ons some time ago to prevent further capi­tal flight abroad. On the other hand, legal hurd­les pose diffi­cul­ties for Chinese inves­tors. Not least because of the tigh­tening of foreign trade regu­la­ti­ons, the Chinese are curr­ently acting more cautiously on the German M&A market.”

Nevert­hel­ess, experts conti­nue to expect Chinese inves­tors to be invol­ved in signi­fi­cant tran­sac­tions in 2018. “China is stri­ving for global tech­no­logy leader­ship. The tech­no­logy requi­red for this is to be purcha­sed world­wide — inclu­ding in Germany. Tech­no­logy and produc­tion compa­nies in parti­cu­lar ther­e­fore remain at the top of the list of prio­ri­ties for Chinese inves­tors. In banking and finance, on the other hand, they lack expe­ri­ence and do not get a chance in this area,” says expert Krause.

USA remains attractive
Although the USA still prohi­bits tran­sac­tions with Chinese acqui­rers, the situa­tion has deve­lo­ped rather posi­tively under Presi­dent Donald Trump with regard to German acqui­si­ti­ons. The USA will become an even more attrac­tive loca­tion for compa­nies from Europe and thus also from Germany as a result of the tax reform. But the tax burden will also fall for US compa­nies inves­t­ing in Europe, because profits gene­ra­ted there will no longer be subject to subse­quent taxation.

“The contro­ver­sial poli­ti­cal deve­lo­p­ments under Presi­dent Trump are hardly affec­ting M&A acti­vity with the U.S.,” obser­ves Krause. Across the U.S., he said, compa­nies are doing well. And further: “It remains to be seen whether and to what extent U.S. tax reform will actually put U.S. compa­nies in a better posi­tion than their foreign compe­ti­tors when it comes to M&A tran­sac­tions. Clearly, medium- and long-term stra­te­gic busi­ness objec­ti­ves are stron­ger drivers of M&A tran­sac­tions than current poli­ti­cal debates.”

Outlook
Hart­mut Krause is opti­mi­stic about the further course of the German M&A year: “Neither Donald Trump’s US policy nor the approa­ching Brexit are having a nega­tive impact on M&A acti­vity in Germany. Debt capi­tal is still cheap and finan­cial inves­tors conti­nue to have high levels of liquid funds at their dispo­sal. The market could also deal with the conse­quen­ces of an inte­rest rate turn­around. The lights on the German M&A market ther­e­fore remain green.”

News

Berlin — As part of a second round of finan­cing, the start-up Clark (www.clark.de) USD 29 million. Two new share­hol­ders, the Cana­dian early stage inves­tor Portag3 Ventures and the VC fund White Star Capi­tal, joined as lead inves­tors. In addi­tion, exis­ting inves­tors such as Copa­rion, Kulc­zyk Invest­ments and Yabeo Capi­tal as well as fintech company buil­der FinLeap also parti­ci­pa­ted in the finan­cing round.

As a digi­tal insu­rance mana­ger, Clark offers custo­mers the hand­ling of the entire insu­rance busi­ness via an app and covers the offe­rings of 160 insu­r­ers for this purpose. Clark, which was foun­ded three years ago, wants to support custo­mers in mana­ging insu­rance contracts, iden­ti­fy­ing insu­rance gaps and closing them with corre­spon­din­gly favorable offers from coope­ra­ting insu­rance compa­nies. In addi­tion, the user can store his insu­rance data and manage and execute corre­spon­ding noti­fi­ca­ti­ons via the app in the event of a claim. — Clark curr­ently employs almost 20 people, the majo­rity of whom work in soft­ware development.

Dr. Chris­to­pher Oster, CEO (photo) has outstan­ding expe­ri­ence in foun­ding and leading high-growth compa­nies. Prior to foun­ding Clark, he accom­pa­nied Wimdu as Co-Foun­der in the role of COO and was respon­si­ble for the opera­ti­ons and inter­na­tio­nal expan­sion of the offe­ring. Previously, Chris­to­pher spent seve­ral years with the Boston Consul­ting Group as a consul­tant to compa­nies in the finan­cial services industry.

Compa­nies like Clark, which not only have a scalable busi­ness, but are also open to coope­ra­tion in many direc­tions, seem to be inte­res­t­ing. In prin­ci­ple, every insu­rance company that has a func­tio­ning online busi­ness can bene­fit from the insurtech’s success.

Advi­sors: LUTZ | ABEL has alre­ady supported Clark in its Series A finan­cing round in 2016, in which the start-up was also able to raise a remar­kable sum of EUR 13.2 million. Consul­tant Clark:
Dr. Marco Eick­mann, LL.M. (Part­ner), Phil­ipp Hoene (Asso­ciate), Jan-Phil­lip Kunz, LL.M. (Asso­ciate)

About LUTZ | ABEL
With around 60 lawy­ers and offices in Munich, Hamburg, Stutt­gart and Brussels, the commer­cial law firm LUTZ | ABEL provi­des advice on all aspects of commer­cial law. www.lutzabel.com

News

Acqui­si­tion of ZKW by LG: Gleiss Lutz advi­ses on another billion-euro tran­sac­tion in the auto­mo­tive sector

Wieselburg/ South Korea — Gleiss Lutz has advi­sed the share­hol­der of Austrian auto­mo­tive supplier ZKW on the sale of the group to South Korean LG Corpo­ra­tion and its subsi­diary LG Elec­tro­nics. The purchase price is 1.1 billion euros. For LG, it is the largest acqui­si­tion in the company’s history to date. The tran­sac­tion is still subject to appr­oval by the rele­vant anti­trust authorities.

ZKW, head­quar­te­red in Wiesel­burg, Austria, is one of the world’s leading light­ing and elec­tro­nic systems specia­lists in the auto­mo­tive sector and, as such, one of the most important suppli­ers to premium-segment auto­ma­kers such as Audi, BMW, Porsche and Daim­ler. The company employs more than 9,000 people world­wide at sites in Austria, Slova­kia, the Czech Repu­blic, China, India, Mexico and the USA. In 2017, ZKW increased its conso­li­da­ted group sales by almost 30 percent year-on-year to over 1.2 billion euros.

LG Corpo­ra­tion is a South Korean conglo­me­rate opera­ting in the elec­tro­nics, chemi­cals, and services and tele­com­mu­ni­ca­ti­ons indus­tries. In Germany, the subsi­diary LG Elec­tro­nics is parti­cu­larly well known: it is a global leader in consu­mer elec­tro­nics, mobile commu­ni­ca­ti­ons and house­hold appli­ances. With 125 offices around the world and 77,000 employees, LG achie­ved conso­li­da­ted sales of $47.9 billion in fiscal 2016.

Consul­tant: Gleis Lutz
The Gleiss Lutz team led by Dr. Jochen Tyrolt and Dr. Chris­tian Cascante, photo (both Stutt­gart, Part­ner, Corporate/M&A) consis­ted of the follo­wing lawy­ers: Johan­nes Schrägle (Coun­sel), Dr. Maike Sauter, Dr. Markus Martin, Dr. Jan Sten­ger, Sava Kasa­liy­ski (all Stutt­gart), Dr. Michael Ilter (Frank­furt), Dr. Stephan Dangel­mayer, Dr. Olaf Hohle­fel­der (both Munich, all Corporate/M&A), Dr. Chris­tian Arnold (Part­ner, Stutt­gart), Dr. Thomas Winzer (Part­ner), Dr. Tobias Abend (Frank­furt, all Labor Law), Dr. Achim Danne­cker (Part­ner), Dr. Michael Rudolf, Dr. Hanna Datzer, Dr. Konrad Grün­wald (all Tax Law, Stutt­gart), Dr. Moritz Holm-Hadulla (Part­ner), Dr. Domi­nik Braun, Andreas Schüs­sel, Vanessa Gehle (all Anti­trust Law, Stutt­gart), Dr. Herwig Lux (Coun­sel), Chris­to­pher Noll (both Stutt­gart, both IP/IT), Dr. Helge Kortz (Part­ner, Frank­furt, Banking and Finance), Dr. Florian Wagner (Frank­furt, Dispute Reso­lu­tion) and Dr. Chris­tiane Frey­tag (Coun­sel, Public Law, Stuttgart).

Advi­sing compa­nies in the auto­mo­tive and auto­mo­tive supply indus­try in all areas of commer­cial law is a core compe­tence of Gleiss Lutz. Last year, the firm advi­sed Bosch and Mahle on the sale of their joint venture BMTS (Bosch Mahle Turbo Systems) to Foun­ta­in­Vest. Gleiss Lutz also advi­sed on, among other things, the billion-euro merger of ZF Fried­richs­ha­fen and TRW and the billion-euro take­over of GETRAG by Magna.

News

Luhden/ Munich — The share­hol­ders have sold their shares in Bahr Modul­tech­nik GmbH to IK Invest­ment Part­ners. The tran­sac­tion is still subject to anti­trust clearance.

The family-owned company Bahr Modul­tech­nik GmbH, based in Luhden, Lower Saxony, is a manu­fac­tu­rer of custo­mi­zed, modu­lar posi­tio­ning systems. The systems are used in a wide range of indus­tries from mecha­ni­cal engi­nee­ring to medi­cal tech­no­logy. The company sells its products in more than 20 count­ries worldwide.

P+P Pöllath + Part­ners provi­ded compre­hen­sive legal advice to the sellers and the manage­ment of Bahr Modul­tech­nik GmbH with the follo­wing team:

* Jens Hörmann (Part­ner, Lead Part­ner, M&A/Private Equity, Munich)
* Dr. Bene­dikt Hohaus (Part­ner, Private Equity/Management Parti­ci­pa­tion, Munich)
* Dr. Matthias Bruse, LL.M. (Part­ner, M&A/Private Equity, Munich)
* Dr. Nico Fischer (Part­ner, Tax Law, Munich)
* Dr. Phil­ipp Kopp (Asso­ciate, M&A/Private Equity, Munich)
* Thies Jacob, LL.M. (Asso­ciate, M&A/Private Equity, Munich)
* Dr. Jens Linde (Asso­cia­ted Part­ner, Finan­cing, Frank­furt am Main)
* Daniel Wied­mann, LL.M. (Coun­sel, Anti­trust Law, Frank­furt am Main)

News

Paris/ Rieth­berg — Ardian, one of the world’s leading inde­pen­dent invest­ment firms, is selling its mino­rity stake in Piz’­Wich, a French manu­fac­tu­rer of frozen snacks for on-the-go consump­tion, to frost­krone, one of Europe’s leading produ­cers of frozen conve­ni­ence foods and snacks, based in Riet­berg, North Rhine-Westphalia.

Ardian Growth acqui­red the stake in Piz’­Wich in Decem­ber 2016 with the aim of support­ing the company’s orga­nic growth and acce­le­ra­ting its inter­na­tio­nal expan­sion, in parti­cu­lar by buil­ding stra­te­gic indus­try part­ner­ships world­wide. Thanks to a further deve­lo­ped product range and frame­work agree­ments with indus­trial part­ners, this goal was quickly achie­ved. Discus­sions were also held with frost­krone about a distri­bu­tion part­ner­ship in Germany, which ulti­m­ately led to the tran­sac­tion announ­ced today. As a result, Piz’­Wich is now 100 percent owned by frost­krone, a company that was a port­fo­lio company of Ardian Expan­sion in Germany until its acqui­si­tion by Emeram Capi­tal Part­ners in Febru­ary 2017.

Piz’­Wich was foun­ded in 2001 and since then has contin­ued to grow in a dyna­mi­cally evol­ving and expan­ding market. Under the leader­ship of Stéphane Dela­haye, the company quickly shifted its busi­ness model to frozen snacks for on-the-go consump­tion, a fast-growing niche market. For the latter, Piz’­Wich deve­lo­ped the “Pizza Pocket”, which proved to be as inno­va­tive as it was successful. Piz’­Wich places great empha­sis on quality and the tracea­bi­lity of the origin of ingre­di­ents, respon­ding equally to an incre­asing demand for these products, the needs of its consu­mers, as well as the stric­test requi­re­ments in terms of certi­fi­ca­tion and food inspection.

Stéphane Dela­hayeCEO of Piz’­Wich, said: “The part­ner­ship with Ardian has been a very intense and produc­tive period for us. During it we have further deve­lo­ped our product offe­ring and, with the help of Ardian’s exten­sive network world­wide, found a number of indus­try part­ners and defi­ned exter­nal growth oppor­tu­ni­ties. We thank the Ardian Growth team for their support and now look forward to tack­ling further growth plans thanks to the syner­gies with frostkrone.”

Frédé­ric Quéru, Direc­tor at Ardian Growth, added: “Piz’­Wich has deve­lo­ped very quickly in the 16 months since our invest­ment. Toge­ther with Stéphane Dela­haye, we have successfully imple­men­ted Piz’Wich’s stra­tegy. The company met with great inte­rest from a whole range of poten­tial acqui­rers. We are convin­ced that frost­krone, as one of the reco­gni­zed indus­try leaders, is the best part­ner to lead Piz’­Wich into the next stage of growth.”

Through its invest­ment arm Ardian Growth, Ardian supports profi­ta­ble compa­nies with annual reve­nues between €10 million and €100 million in imple­men­ting their growth plans. The recent €230 million fund­rai­sing for Ardian Growth Fund II unders­cores the success of the Ardian Growth team.

About Ardian
Ardian is one of the world’s leading inde­pen­dent invest­ment compa­nies, mana­ging appro­xi­m­ately US$67 billion in assets on behalf of its inves­tors from Europe, North America and Asia. The company is majo­rity-owned by its employees and gene­ra­tes sustainable, attrac­tive returns for its investors.

With the objec­tive of achie­ving posi­tive results for all stake­hol­ders, Ardian’s acti­vi­ties promote indi­vi­du­als, compa­nies and econo­mies world­wide. Ardian’s invest­ment philo­so­phy is aligned with the three guiding prin­ci­ples of excel­lence, loyalty and entrepreneurship.

The company has a global network of more than 490 employees and 13 offices in Europe (Frank­furt, Jersey, London, Luxem­bourg, Madrid, Milan, Paris and Zurich), North America (New York and San Fran­cisco) and Asia (Beijing, Singa­pore and Tokyo). Ardian mana­ges the assets of its appro­xi­m­ately 700 inves­tors in five invest­ment areas: Direct Funds, Funds of Funds, Infra­struc­ture, Private Debt and Real Estate.

About Piz’­Wich
Piz’­Wich was foun­ded in 2001 and acqui­red by the current CEO of the company in 2011. The company manu­fac­tures white-label frozen snack products for super­mar­kets, airline cate­rers and fast food compa­nies. Piz’­Wich has a strong network of distri­bu­tion part­ner­ships world­wide. Last year, Piz’­Wich repor­ted sales reve­nue of around 14 million euros. — The company is based in Bulgné­ville, France, near Nancy, and is headed by Stéphane Delahaye.

About frost crown
frost­krone and its subsi­diary Born­hol­ter specia­lize in the produc­tion and distri­bu­tion of frozen finger food and snack products. Since its foun­ding in 1997, the company has estab­lished itself as an inno­va­tive first mover in the conve­ni­ence frozen food sector. frost­krone is charac­te­ri­zed by a wide range of products based on cheese, fish, vege­ta­bles and meat and sells its products in the food retail and food service sectors.

Parties invol­ved in the transaction

Piz’­Wich: Stéphane Delahaye

Ardian: Frédé­ric Quéru, Alexis Saada

Legal coun­sel: McDer­mott, Will & Emery (Diana Hund, Louis Leroy)
Tax advice: Arsene Taxand (Franck Chami­nade, Charles Dalarun)
M&A Advi­sor: Invest Corpo­rate Finance (Marc O’Neill, Maxime Bazin)
frost crown: Frédé­ric Dervieux

Emeram Capi­tal Part­ners: Matthias Ober­meyr, Kaili Shen

Law
GLNS: Ludger Schult and Andreas Scheidle
Aramis: Raphaël Melle­rio and Alié­nor Harel
Finance, taxes and structure
PWC finan­cial: Richard Siedek, Phil­ippe Chavane and Olivier Lorang
PWC tax: Fabien Radisic
Struc­ture
Flick Gocke Schaum­burg: Chris­tian Pitzal and Martin Oltmanns
Acqui­si­tion Finance
Shear­man & Ster­ling: Winfried Carli

News

Süd Betei­li­gun­gen and VR Equi­typ­art­ner sell their shares in Piller Entgrattechnik
Stuttgart/Frankfurt am Main/Ditzingen — Süd Betei­li­gun­genGmbH (SüdBG) and VR Equi­typ­art­ner GmbH (VR Equi­typ­art­ner) are jointly selling their shares in Piller Entgratt­ech­nik GmbH (Piller). The buyer is the private invest­ment group Rifle­bird Capi­tal from Belgium.

Piller is an inno­va­tive machine buil­der specia­li­zing in debur­ring and clea­ning of metal­lic compon­ents using high pres­sure water. With around 100 employees and sites in Ditzin­gen and Kecs­ke­mét (Hungary), Piller prima­rily serves the auto­mo­tive indus­try, gene­ra­ting annual sales of around 30 million euros.

Follo­wing the acqui­si­tion of Piller in 2014, SüdBG and VR Equi­typ­art­ner have stra­te­gi­cally deve­lo­ped the company further and pushed ahead with the inter­na­tio­na­liza­tion course, espe­ci­ally to Asia and North America. “With SüdBG and VR Equi­typ­art­ner we had an entre­pre­neu­rial equity part­ner at our side, who always accom­pa­nied the imple­men­ta­tion of our invest­ment projects and the entry into new markets in a spirit of part­ner­ship. With our new share­hol­der, we want to conti­nue this successful course,” said Mana­ging Direc­tors Thomas Piller, Jörg Nubert and Tobias Schwarz, who will remain asso­cia­ted with the company as mana­ging partners.

Rifle­bird is a closed group of private inves­tors with exten­sive expe­ri­ence in the invest­ment busi­ness and takes a long-term invest­ment approach. “We are impres­sed by the tech­ni­cal know-how of the company and the entire team. Based on an inno­va­tive product range and a deep under­stan­ding of its custo­mers’ needs, Piller has achie­ved a strong market posi­tion. We look forward to part­ne­ring with the company in the future as it conti­nues its inter­na­tio­na­liza­tion stra­tegy,” explains Sylvia Gilis, Mana­ging Part­ner of Rifle­bird. “I am plea­sed that with Rifle­bird we have found a part­ner for the company that is orien­ted towards medium-sized compa­nies and the long term. Piller has achie­ved extra­or­di­nary growth in recent years and, based on its leading tech­no­logy and deve­lo­p­ment exper­tise, will conti­nue to actively support its custo­mers in the future with the chal­lenges that arise in debur­ring and clea­ning tech­no­logy,” says Gunter Max, Mana­ging Direc­tor of SüdBG.

Chris­tian Futter­lieb, Mana­ging Direc­tor of VR Equi­typ­art­ner, adds: “Toge­ther with the manage­ment, we have successfully deve­lo­ped the company in recent years. This also included new sales coope­ra­ti­ons. Piller is thus excel­lently posi­tio­ned today.” With a view to the company’s promi­sing pros­pects, Futter­lieb empha­si­zes: “With the comple­tion of the new produc­tion hall and office buil­ding in 2017, the capa­ci­tive prere­qui­si­tes for further dyna­mic growth have been laid”. All parties have agreed not to disc­lose details of the purchase agreement.

Süd Betei­li­gun­gen GmbH at a glance
SüdBG is a wholly owned subsi­diary of Landes­bank Baden-Würt­tem­berg (LBBW) and has been support­ing medium-sized compa­nies for more than 40 years with custo­mi­zed equity and equity-rela­ted solu­ti­ons in the context of succes­sion plan­ning, growth finan­cing and share­hol­der chan­ges. As one of the leading invest­ment compa­nies in the German-spea­king region and a long-term inves­tor, SüdBG has supported over 70 compa­nies in the past 10 years with around 600 million euros and a broad network in sustainable corpo­rate deve­lo­p­ment. www.suedbg.de.

VR Equi­typ­art­ner GmbH at a glance
VR Equi­typ­art­ner is one of the leading equity finan­ciers in Germany, Austria and Switz­er­land. The company supports medium-sized family busi­nesses in a goal-orien­ted manner and with almost 50 years of expe­ri­ence in the stra­te­gic solu­tion of complex finan­cing issues. Invest­ment oppor­tu­ni­ties include growth and expan­sion finan­cing, entre­pre­neu­rial succes­sion or share­hol­der chan­ges. VR Equi­typ­art­ner offers majo­rity and mino­rity invest­ments as well as mezza­nine finan­cing. As a subsi­diary of DZ BANK, the central insti­tu­tion of the coope­ra­tive banks in Germany, VR Equi­typ­art­ner consis­t­ently puts the sustaina­bi­lity of corpo­rate deve­lo­p­ment ahead of short-term exit thin­king. VR Equitypartner’s port­fo­lio curr­ently compri­ses around 100 commit­ments with an invest­ment volume of EUR 500 million. www.vrep.de.

News

Frank­furt — DLA Piper appoints 62 new part­ners world­wide as of May 1, 2018, inclu­ding two new part­ners in Germany, Chris­tian Lonquich and Carlos Robles y Zepf. In addi­tion, the firm is promo­ting five lawy­ers in Germany to Coun­sels, also effec­tive May 1, 2018.

Chris­tian Lonquich joined DLA Piper’s Frank­furt office in 2016 and is a member of the Real Estate prac­tice group. He specia­li­zes in all types of real estate tran­sac­tions and real estate-rela­ted restruc­tu­rings. He has exten­sive expe­ri­ence across the real estate value chain, inclu­ding finan­cing and restruc­tu­ring, as well as signi­fi­cant exper­tise in struc­tu­ring, over­see­ing and leading multi-juris­dic­tional port­fo­lio tran­sac­tions. He also focu­ses on consul­ting on work­out issues and working through complex loan portfolios.

Carlos Robles y Zepf (photo) joined the Frank­furt office in 2015 in the Corporate/M&A prac­tice group. He advi­ses German and inter­na­tio­nal clients on dome­stic and cross-border M&A tran­sac­tions, joint ventures, restruc­tu­rings and corpo­rate law issues. He has exten­sive indus­try know­ledge, parti­cu­larly in the chemi­cal and energy sectors.

Dr. Dennis Hog (Real Estate, Frank­furt), Dr. Volker Lemmer (Insu­rance, Colo­gne), Silvio McMi­ken (Corporate/Private Equity, Munich), Dr. Jan-Phil­ipp Meier (Corporate/M&A, Hamburg) and Dr. Sebas­tian Schnei­der (Liti­ga­tion, Munich) have been appoin­ted as counsels.

“We are proud to welcome Chris­tian Lonquich and Carlos Robles y Zepf, two highly quali­fied indi­vi­du­als, to our circle of part­ners. At the same time, we are plea­sed that five colle­agues will streng­then our German prac­tice as coun­sel in the future. The appoint­ments reflect in the best way the career perspec­ti­ves at DLA Piper. We warmly congra­tu­late all colle­agues and look forward to a contin­ued excel­lent coope­ra­tion,” said Dr. Benja­min Para­mes­wa­ran and Dr. Konrad Rohde, Mana­ging Part­ners of DLA Piper in Germany.

News

Paris/Frankfurt — Idin­vest Part­ners finan­ces add-on acqui­si­tion for frozen food produ­cer frostkrone
The private debt team of Idin­vest Part­ners, a Euro­pean invest­ment firm specia­li­zing in the SME segment, today announ­ced finan­cing for the acqui­si­tion by frost­krone Tief­kühl­kost GmbH (“frost­krone”) of Piz’­Wich, a French specialty manu­fac­tu­rer of frozen snack products. frost­krone, one of the leading manu­fac­tu­r­ers of frozen ready-to-eat products in Europe, has been a port­fo­lio company of EMERAM Capi­tal Part­ners since 2017. — This is Idin­vest Part­ners’ third German private debt deal in 2018.

frost­krone is based in Riet­berg, North Rhine-West­pha­lia, and specia­li­zes in the deve­lo­p­ment and produc­tion of frozen finger food and snack products. Piz’­Wich was foun­ded in 2001 and since then has expe­ri­en­ced contin­ued growth in a rapidly deve­lo­ping and expan­ding market. As a subsi­diary of frost­krone, Piz’­Wich will conti­nue its inter­na­tio­nal expan­sion along­side frost­krone and focus on further expan­ding its current market posi­tion in the fast-growing niche segment.

Eric Gallerne, Part­ner for Private Debt at Idin­vest Part­ners, said: “In our invest­ments, we pay very close atten­tion to the quality and deve­lo­p­ment pros­pects of the compa­nies we support. In Germany, espe­ci­ally in the lower mid market segment, there are many compa­nies that are extre­mely successful — also inter­na­tio­nally — in their market niche. frost­krone and Piz’­Wich both meet these crite­ria, so this tran­sac­tion fits perfectly into our profile.”

Frédé­ric Dervieux, Mana­ging Part­ner of frost­krone, added: “With the acqui­si­tion of Piz’­Wich, frost­krone is posi­tio­ning itself even better for a successful future. Toge­ther with Piz’­Wich, we will iden­tify trends even faster and imple­ment them in a way that is suita­ble for snacks, thus further expan­ding our posi­tion as an inno­va­tive pioneer.”

Dr. Chris­tian Näther, Mana­ging Direc­tor of EMERAM Capi­tal Part­ners, added: “Piz’Wich’s unique and highly inno­va­tive products comple­ment frostkrone’s compre­hen­sive snack port­fo­lio and enable it to jointly address new custo­mer needs. In addi­tion, frostkrone’s large custo­mer network will help Piz’­Wich to pene­trate inter­na­tio­nal markets even faster.”

Idin­vest Part­ners streng­thens private debt invest­ment acti­vity in Germany and Europe
With this finan­cing, Idin­vest Part­ners conti­nues its active private debt invest­ment acti­vity in the German market. Most recently, the company, toge­ther with other debt inves­tors, had supported the acqui­si­tion of Halex Holding, a North Rhine-West­pha­lia-based manu­fac­tu­rer of extru­sion dies and service provi­der for heat treat­ment, by Bencis Capi­tal Part­ners. In Febru­ary, Auctus Capi­tal Part­ners acqui­red GS Star Hotel Group with the help of a unitran­che finan­cing from Idin­vest Part­ners. The Group opera­tes hotels throug­hout Germany and in Austria and the Nether­lands under the Hamp­ton by Hilton, Holi­day Inn, Holi­day Inn Express and Super 8 brands, as well as under its own ANA Art Hotels brand.

Across Europe, Idin­vest Part­ners’ private debt invest­ment acti­vity in the first quar­ter was around twice as high as in the same period last year (three tran­sac­tions, €69 million), with seven tran­sac­tions and an invest­ment volume of €120 million. In 2017, the company had carried out a total of 45 tran­sac­tions in Europe with a volume of 900 million euros. Germany accoun­ted for around 20 percent of this invest­ment volume, making it the second-largest market after France (65 percent).

About Idin­vest Partners
Idin­vest Part­ners is a leading Euro­pean invest­ment firm focu­sed on the mid market. The company was foun­ded in 1997 as part of the Alli­anz Group under the name AGF Private Equity and has been inde­pen­dent since 2010. Curr­ently, Idin­vest Part­ners mana­ges assets of around €9 billion with more than 90 employees and has offices in Paris, Frank­furt, Madrid, Shang­hai and Dubai. Idin­vest Part­ners has three busi­ness units: Private Funds Group, Private Debt and Venture & Growth Capital.

For Private Debt, Idin­vest Part­ners opened an office in Frank­furt in 2017 as part of its inter­na­tio­nal growth stra­tegy to support port­fo­lio compa­nies and clients in the German market. Idin­vest Part­ners’ debt solu­ti­ons include direct loans, acqui­si­tion loans, and asset finance. www.idinvest.com

About frost­krone Tief­kühl­kost GmbH
frost­krone and its subsi­diary Born­hol­ter specia­lize in the produc­tion and distri­bu­tion of frozen finger food and snack products. Since its foun­ding in 1997, the company has estab­lished itself as an inno­va­tive first mover in the conve­ni­ence frozen food sector. frost­krone is charac­te­ri­zed by a wide range of products based on cheese, fish, vege­ta­bles and meat and sells its products in the food retail and food service sectors. www.frostkrone.de

About EMERAM Capi­tal Partners
EMERAM Capi­tal Part­ners is an inde­pen­dent invest­ment company for medium-sized compa­nies in German-spea­king count­ries. With a fund volume of €350 million, the funds advi­sed by EMERAM Capi­tal Part­ners provide capi­tal for the deve­lo­p­ment of compa­nies and curr­ently manage nine port­fo­lio compa­nies: Boards & More, BENCH Inter­na­tio­nal, Hussel, Matrix42, diva‑e Digi­tal Value Enter­prise, Xovis, Draht­zug Stein Gruppe, frost­krone Tief­kühl­kost and the Meona Group. www.emeram.com

 

News

Munich — The capi­tal market SME inte­rest group is on a strong growth course. With the Munich Stock Exch­ange, it has now also been able to win a stock exch­ange as a renow­ned new member for the first time, which will actively support the asso­cia­tion as a support­ing member in the future.

The members of the asso­cia­tion, which was foun­ded at the end of 2017, come from every conceiva­ble sector, inclu­ding SMEs, of course, service provi­ders in the capi­tal market-orien­ted SME sector, finan­cial insti­tu­ti­ons, media — and now, for the first time, a well-known German stock exch­ange. There has been a great deal of inte­rest from capi­tal market-orien­ted SMEs.

“It is our central concern that the frame­work condi­ti­ons for capi­tal market finan­cing for small and medium-sized enter­pri­ses in Germany conti­nue to improve. That is why we are plea­sed to actively support the Capi­tal Market SME Inte­rest Group,” says Dr. Marc Feiler, Member of the Manage­ment Board of Börse München. The Munich Stock Exch­ange opera­tes its own SME segment in over-the-coun­ter trading: m:access (www.maccess.de). More than 50 compa­nies are now listed here.

The presi­dent of the inte­rest group Ingo Wege­rich is plea­sed about the increase in members. “We are very plea­sed that Börse München has joined our asso­cia­tion as a new member. With its SME segment m:access, the Munich Stock Exch­ange is very concer­ned about capi­tal market-orien­ted SMEs and, as a member, is an ideal match for the objec­ti­ves of our inte­rest group. The fact that our criti­cism has contri­bu­ted to the fact that secu­ri­ties issues of up to 8 million euros will be possi­ble without a pros­pec­tus in the future has brought our asso­cia­tion a great deal of atten­tion and further streng­the­ned the great inte­rest in our repre­sen­ta­tion of inte­rests among small and medium-sized enter­pri­ses. With an incre­asing member­ship, we can lend even more weight to our argu­ments in the future.”

News

Hamburg — The Pari­bus Group sold all shares in northrail tech­ni­cal service GmbH & Co. KG to a company of the Rail­pool Group as of April 1, 2018. At the same time, a long-term lease agree­ment was concluded for the target company’s opera­ting property. Heuking Kühn Lüer Wojtek provi­ded compre­hen­sive legal advice to the seller compa­nies from the Pari­bus Group on the conclu­sion of the purchase agree­ment and the lease agree­ment. The lead part­ner here was Dr. Chris­toph Froning.

northrail tech­ni­cal service GmbH & Co. KG has been opera­ting successfully on the market as a work­shop service provi­der on loco­mo­ti­ves since 2009. It offers preven­tive and correc­tive main­ten­ance and support for loco­mo­tive accep­tance and main­ten­ance plan­ning with a wide range of rail vehic­les. Also part of the busi­ness acti­vity is the brokerage of rail vehic­les and vehicle spare parts.

About northrail
northrail GmbH (northrail) is a leading German asset mana­ger and lessor of rail vehic­les. The company was foun­ded in 2008 and is majo­rity-owned by the Pari­bus Group. The spec­trum of northrail’s tasks ranges from advi­sing on the purchase of vehic­les to leasing, ongo­ing support for tenants, coor­di­na­tion of main­ten­ance and repair, and the sale of vehic­les. northrail curr­ently mana­ges a pool of over 125 loco­mo­ti­ves as well as 93 passen­ger aircraft.

Advi­sors to northrail GmbH: Heuking Kühn Lüer Wojtek
Dr. Chris­toph Froning (Corpo­rate Law/M&A), Hamburg

About PARIBUS
The Pari­bus Group is an owner-mana­ged issuing house and asset mana­ger active in project plan­ning, invest­ment, manage­ment and trus­tee­ship in the asset clas­ses of real estate and railroads.

Our guiding prin­ci­ple is to invest prudently and with fore­sight, to manage with commit­ment and, if neces­sary, to optimize.
— for steady earnings in the long term. The total invest­ment volume initia­ted to date or for which the company is respon­si­ble within the frame­work of asset manage­ment curr­ently amounts to more than two billion euros.

The Pari­bus Group in Hamburg includes the compa­nies Pari­bus Holding, Pari­bus Capi­tal Immo­bi­lien, Pari­bus Immo­bi­lien Asset-Manage­ment, Pari­bus Kapi­tal­ver­wal­tungs­ge­sell­schaft, Pari­bus Treu­hand Dienst­leis­tung, Pari­bus Trust and Pari­bus Vertrieb. Through its exper­tise and inter­na­tio­nal network, the Pari­bus Group connects markets and crea­tes sustainable value investments.

News

Aachen — The S‑UBG Group pres­ents the new concept of the Seed Fonds III Aachen. More than 200 invi­ted guests gathe­red in the Digi­tal Church to kick off future invest­ments in tech­no­logy-orien­ted start­ups in the Aachen region toge­ther with the two S‑UBG board members Harald Heide­mann and Bern­hard Kugel as well as NRW Minis­ter of Econo­mic Affairs Prof. Dr. Andreas Pinkwart.

With its first two seed funds (laun­ched in 2007 and 2012), S‑UBG has alre­ady helped more than 20 start-ups get off the ground with capi­tal, stra­te­gic know­ledge and its exten­sive network, thanks to the finan­cial resour­ces of inves­tors Spar­kasse Aachen, NRW.BANK, DSA Invest, Kreis­spar­kasse Heins­berg and private inves­tors. As of now, around 20 million euros are available in the new fund for Aachen’s start-up scene. The fund can invest up to three million euros per company and over seve­ral finan­cing rounds.

Entre­pre­neu­rial potential
“Aachen has great inno­va­tion poten­tial in which we want to conti­nue to invest,” says Bern­hard Kugel, CEO of the S‑UBG Group and mana­ging direc­tor of the manage­ment company of Seed Fonds Aachen. “With talent hotbeds like RWTH Aachen Univer­sity, FH Aachen Univer­sity of Applied Scien­ces and nume­rous rese­arch insti­tu­tes, we draw from a never-ending stream of ideas.”

30 years of sustainable commit­ment and entre­pre­neu­rial partnership
Since 1988, the S‑UBG Group has been a leading part­ner in the provi­sion of equity capi­tal for estab­lished medium-sized compa­nies and young compa­nies with growth ambi­ti­ons in the econo­mic region of Aachen, Krefeld and Mönchen­glad­bach. “We have been inves­t­ing in sustainable busi­ness models with no time limit in compa­nies in this region for 30 years,” sums up Harald Heide­mann, S‑UBG board member and mana­ging direc­tor of the manage­ment company of Seed Fonds Aachen. “And in the deca­des to come, we see oursel­ves as a stra­te­gic part­ner and conti­nue to place great empha­sis on perso­nal conti­nuity in support.” The S‑UBG Group curr­ently holds stakes in around 40 compa­nies in the region, giving it a leading posi­tion in the Spar­kas­sen-Finanz­gruppe. Success refe­ren­ces include Dr. BABOR Cosme­tics, Lancom Systems and Talbot Services, which S‑UBG acqui­red toge­ther with its invest­ment part­ner QUIP AG.

About Seed Fonds III Aachen
The “Seed Fonds III für die Region Aachen GmbH & Co. KG” is one of eleven regio­nal start-up funds that NRW.BANK is imple­men­ting with regio­nal invest­ment part­ners in North Rhine-West­pha­lia. Seed Fonds III Aachen provi­des young compa­nies in the start-up phase with the neces­sary equity capi­tal on a long-term basis. The fund can invest a maxi­mum of three million euros per company, and signi­fi­cantly more with co-inves­tors. The Seed Fonds II Aachen has been disbur­sed after about five years and a second follow-up fund — the Seed Fonds III Aachen — has been estab­lished from NRW.BANK’s seed fund initiative.

In order for foun­ders of tech­no­logy-orien­ted compa­nies to bene­fit from Chance Capi­tal, the company’s regis­tered office must be loca­ted in the Aachen econo­mic region, the company must be less than 18 months old, and the legal form must be a corpo­ra­tion. Behind the opera­tio­nal manage­ment of the fund (FM Fonds-Manage­ment für die Region Aachen Betei­li­gungs-GmbH) are the invest­ment experts of S‑UBG AG. The invest­ment company of the savings banks in the Aachen, Krefeld and Mönchen­glad­bach area looks back on 30 years of expe­ri­ence in finan­cing medium-sized compa­nies and tech­no­logy-orien­ted start-ups.

News

Frank­furt — Sprin­ger Nature will in all likeli­hood be the next major IPO in Frank­furt. Sprin­ger Nature gene­ra­ted sales of 1.6 billion euros in 2017 and is owned by the Holtz­brinck publi­shing group, which holds 53 percent of the shares, and the finan­cial inves­tor BC Part­ners. The private equity house had acqui­red the prede­ces­sor company named Sprin­ger Science in 2013 for 3.3 billion euros from the then owner EQT. The PE inves­tor had acqui­red the prede­ces­sor company Sprin­ger Science in summer 2013 for €3.3 billion. Even then, the then owner EQT — also a private equity inves­tor — had also conside­red an IPO in paral­lel with the M&A transaction.

The Berlin-based publi­shing house, which has a large site in Heidel­berg, announ­ced that it plans to list on the Regu­la­ted Market (Prime Stan­dard) of the Frank­furt Stock Exch­ange. Sprin­ger did not provide any infor­ma­tion on the timing of the IPO on Friday.

While Holtz­brinck does not want to divest itself of shares in the course of the IPO, BC Part­ners could reduce its stake in Sprin­ger Nature, accor­ding to a press release from the company. This would depend on the market envi­ron­ment. BC Part­ners has injec­ted 494 million euros of equity into Sprin­ger Science.

Sprin­ger Nature wants to reduce debts
Sprin­ger Nature says it intends to use the IPO proceeds to become more finan­ci­ally flexi­ble and to open up the option of finan­cing via the equity market. In addi­tion, the publisher aims to reduce the net debt ratio to 3.5 times the earnings before inte­rest, taxes, depre­cia­tion and amor­tiza­tion (Ebitda) from 2017 adjus­ted for high recur­ring and conti­nuing investments.

Accor­ding to company infor­ma­tion, net finan­cial debt most recently amoun­ted to 3 billion euros, and adjus­ted Ebitda was 551 million euros in 2017. The IPO would reduce the debt burden to 2 billion euros, a spokes­wo­man told FINANCE.

News

Düssel­dorf — Luxem­bourg-based steel group Aperam S.A. has acqui­red VDM Metals Group, a produ­cer of specialty steel alloys. The enter­prise value of the target group amounts to around EUR 596 million. The tran­sac­tion is still subject to appr­oval by the rele­vant anti­trust autho­ri­ties. Aperam was advi­sed by the inter­na­tio­nal commer­cial law firm Simmons & Simmons led by Corporate/M&A Part­ner Dr. Chris­tian Bornhorst.

Listed on the Luxem­bourg, Paris, Amster­dam and Brussels stock exch­an­ges, Aperam S.A. is a global produ­cer of corro­sion-resistant and soft magne­tic steel and high-alloy special stain­less steels with custo­mer rela­ti­onships in over 40 count­ries and six produc­tion sites in France, Brazil and Belgium. The three busi­ness areas comprise the segments ‘Stain­less & Elec­tri­cal Steel’, ‘Services & Solu­ti­ons’ and ‘Alloys & Special­ties’. The VDM Metals Group, head­quar­te­red in Werdohl, North Rhine-West­pha­lia, employs around 2,000 people world­wide and gene­ra­tes annual sales of over 1 billion euros. VDM Metals is a global manu­fac­tu­rer of high-perfor­mance nickel alloys, special corro­sion-resistant and soft magne­tic steel, zirco­nium, cobalt, and semi-finis­hed alumi­num and copper. The products of the VDM Metals Group are sold to custo­mers in a wide range of indus­tries. VDM Metals is curr­ently still held by Lind­say Gold­berg, a US private equity investor.

Advi­sor to Aperam S.A.: Simmons & Simmons
The Simmons & Simmons team consis­ted of Dr. Chris­tian Born­horst, photo (lead, M&A Düssel­dorf), Dr. Michael Bormann, Marc Urlichs, Matthias von Holten, Dr. Anja Schlicht­ing, Sören Schei­bel (all M&A, Düssel­dorf), Yannick Stern­otte (M&A, Brussels), Koen Plat­teau, Dr. Robert Hardy, Mathieu Vancail­lie (all Anti­trust, Brussels), Dr. Martin Gramsch (Anti­trust, Düssel­dorf), Alex­an­der Greth, Patrick Komi­niak (both Labor Law, Düssel­dorf), Dr. Stefan Schramm, Leonie Müller (both Finan­cing, Frank­furt), Lenn­art Dahmen (Regu­la­tory, Frank­furt), Dr. Phil­ipp Schrö­ler (Liti­ga­tion, Düssel­dorf), Julian Hier­eth (Real Estate, Munich) and Clau­dia Feller and Janine Manke (both IP, Munich). In addi­tion, Claire le Touzé and Jenni­fer Heng (both employ­ment law, Paris) as well as Louis-Maël Cogis, Cath­rine Fold­berg Møller and Leonor Rijpma (M&A and capi­tal markets law, Luxem­bourg) were involved.

Advi­sor Lind­say Gold­berg: Gleiss Lutz
Dr. Fred Wendt, Dr. Urszula Nartowska (both Lead, Part­ner, Corporate/M&A, Hamburg), Dr. Stefan Linge­mann (Part­ner, Labor Law, Berlin/Hamburg), Dr. Jacob von Andreae (Part­ner, Public Law, Düssel­dorf), Dr. Johann Wagner (Part­ner, Tax Law, Hamburg) Iris Bene­dikt-Bucken­leib (Coun­sel, Anti­trust Law, Munich), Dr. Marc Ruttl­off (Coun­sel, Public Law, Stutt­gart), Chris­tian Zimmer­mann, Mari­anne Milo­va­nov (both Corpo­rate Law/M&A, both Hamburg), Dr. Jonas Rybarz (Corporate/M&A, Berlin), Dr. Jan-Alex­an­der Lange (Finance, Frank­furt), Jose­fine Chakrab­arti (Labor Law), Dr. Daniel Görlich, Dr. Lars Kind­ler (both Public Law, all Berlin), Kath­rin Haag (Anti­trust, Munich), Kevin Grimm­eiß (Public Law, Düssel­dorf), Dr. Matthias Schilde (Intellec­tual Property, Berlin).

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