Author: Tatjana Anderer

Esch­born — DRS Invest­ment acqui­res stake in ASCORA GmbH. Rödl & Part­ner compre­hen­si­vely advi­sed the mana­ging part­ner of the soft­ware specia­list Ascora GmbH, Dr. Sven Abels, on the sale of his company shares to the private invest­ment company DRS Invest­ment GmbH. The parties have agreed not to disc­lose the purchase price.

Ascora GmbH, based in Gander­ke­see (Lower Saxony), was foun­ded in 1994 and is a medium-sized, owner-mana­ged soft­ware house. The company deve­lops consu­mer soft­ware for Windows and Mac as well as smart­phone apps and parti­ci­pa­tes in various rese­arch and deve­lo­p­ment projects in Germany and Europe. Ascora has deve­lo­ped into an estab­lished part­ner around the digi­ta­liza­tion of busi­ness proces­ses and today employs over 30 soft­ware deve­lo­pers. With over 12 million users, Ascora GmbH is one of the largest provi­ders of consu­mer soft­ware solu­ti­ons in Germany. Ascora has recei­ved the Deloitte Tech­no­logy Fast 50 Award and the 2018 Growth Cham­pion award from Focus and Statista, among others. Ascora GmbH was also included in the list of “Top Employ­ers for Medium-Sized Busi­nesses 2018” by Focus Business.

DRS Invest­ment GmbH is a private invest­ment company for medium-sized compa­nies and is based in Munich. The invest­ment focus is on stable and estab­lished busi­ness models, niche play­ers and soft­ware and tech­no­logy compa­nies. Mana­ging Part­ner Dr. Andreas Spie­gel (photo) brings more than 15 years of expe­ri­ence as an entre­pre­neur and inves­tor in medium-sized companies.

Advi­sor to Ascora GmbH: Rödl & Part­ner Esch­born — Corpo­rate Finance
HenningKürbis, Asso­ciate Part­ner (Lead, Corpo­rate Finance and M&A)
Hendrik Blumen­stock, Senior Consul­tant (Corpo­rate Finance and M&A)

Rödl & Part­ner Nurem­berg — Legal advice:
Michael Wiehl, Part­ner, Attor­ney-at-Law, Tax Law Specia­list (Lead, Legal M&A), Sebas­tian Dittrich, Asso­ciate (M&A and Corpo­rate Law)

Rödl & Part­ner Munich
Björn Stübi­ger, Part­ner (Head of Corpo­rate Finance and M&A)

About Rödl & Partner
Rödl & Part­ner — The agile caret­a­ker for medium-sized global market leaders. As lawy­ers, tax advi­sors, busi­ness and IT consul­tants and audi­tors, we are repre­sen­ted at 108 of our own loca­ti­ons in 50 count­ries. Our clients trust our 4,500 colle­agues worldwide.

Frank­furt — The Eckes-Granini Group has acqui­red a 35% stake in true fruits GmbH, Bonn, through Eckes-Granini Betei­li­gungs­ver­wal­tung GmbH. The tran­sac­tion is subject to appr­oval by the rele­vant anti­trust autho­ri­ties. Foun­ded as recently as 2006, true fruits is one of the leading suppli­ers of smoothies in Germany with sales of EUR 43 million (2017). At the same time, the company repea­tedly makes head­lines with its head­line-grab­bing adver­ti­sing campaigns.

The smoothies market is conside­red one of the fastest-growing areas of the indus­try. The foun­ders of true fruits will remain opera­tio­nally respon­si­ble as share­hol­ders and mana­ging direc­tors. The parties have agreed not to disc­lose the tran­sac­tion volume.

Eckes-Granini is one of the most important brand manu­fac­tu­r­ers of fruit juices and fruit-based soft drinks in Europe and is best known for brands such as granini, Pago, hohes C, Joker, Rynkeby and YO Syrup. Eckes-Granini was compre­hen­si­vely advi­sed on the tran­sac­tion by Reed Smith under the leader­ship of Frank­furt-based Corpo­rate Part­ner Dr. Andreas Jürgens and Asso­ciate Dr. Philip Schmidt. Dr. Jürgens has a long-stan­ding client rela­ti­onship with Eckes-Granini in which he has alre­ady advi­sed on seve­ral transactions.

Based on this rela­ti­onship, Reed Smith now came into play for Eckes-Granini for the first time. Consul­tant Eckes-Granini Reed Smith:
Dr. Andreas Jürgens, Dr. Philip Schmidt (both Corporate/M&A, Lead), Tilman Siebert (Part­ner), Helge Aulmann (Asso­ciate) (both Merger Control), Dr. Anette Gärt­ner (Part­ner), Iris Kruse (Asso­ciate) (both IP), Dr. Marc Spiel­ber­ger (Part­ner), Clau­dia Kuhn (Asso­ciate) (both Employ­ment) END About Reed Smith Reed Smith is one of the leading inter­na­tio­nal law firms with more than 1,700 lawy­ers in 27 offices in Europe, the US, the Middle East and Asia. For more infor­ma­tion, visit www.reedsmith.com.

Munich-Bird & Bird LLP advi­sed the share­hol­ders of BBS Auto­ma­tion GmbH, one of the leading provi­ders of high-quality auto­ma­tion solu­ti­ons for complex assem­bly and test­ing proces­ses with loca­ti­ons in Germany, USA, Malay­sia and China, on the invest­ment through and joint venture with EQT Mid Market Europe.

The growth of BBS is to be supported both orga­ni­cally and by further acqui­si­ti­ons in new appli­ca­tion areas, in parti­cu­lar to drive the further deve­lo­p­ment of Indus­trie 4.0 produc­tion systems. In addi­tion, the expan­sion of inter­na­tio­nal acti­vi­ties — parti­cu­larly in Asia and America — will be an important aspect of future cooperation.

The foun­ders of BBS Auto­ma­tion GmbH, Josef Wild­gru­ber and Uwe Behr, will conti­nue the manage­ment and like­wise all current share­hol­ders will remain inves­ted in BBS Auto­ma­tion. The parties have agreed not to disc­lose the volume of the deal.

BBS Auto­ma­tion GmbH and its share­hol­ders were advi­sed by the follo­wing Bird & Bird lawy­ers: Part­ner Stefan Münch, Coun­sel Stephan Kübler (both lead) and Asso­cia­tes Michael Gaßner and Bene­dikt Weiß (all Corporate/M&A, Munich) as well as Senior Coun­sel Dr. Martin Jäger (Anti­trust, Düsseldorf).

About Bird & Bird
Bird & Bird is an inter­na­tio­nal law firm that supports compa­nies and insti­tu­ti­ons that are trans­for­med by tech­no­logy or the digi­tal world. We combine world-class legal exper­tise with deep indus­try know­ledge and a refres­hin­gly crea­tive mind­set to help clients achieve their busi­ness goals. We have over 1,200 lawy­ers in 28 offices in Europe, the Middle East and Asia Paci­fic and main­tain close rela­ti­onships with law firms in other parts of the world.

Munich/ Naald­wijk — Funds advi­sed by Equis­tone Part­ners Europe (“Equis­tone”) have acqui­red a majo­rity stake in BOAL Group. The Dutch company deve­lops and produ­ces high-quality alumi­num roof and side wall systems for glass and foil green­hou­ses. The sellers are the mana­ging direc­tor Ronald Boers and the foun­der Mari­nus Boers, both of whom will conti­nue to hold mino­rity shares. BOAL’s manage­ment team will also parti­ci­pate in the company. The parties have agreed not to disc­lose the purchase price. The acqui­si­tion is still subject to appr­oval by the rele­vant anti­trust authorities.

BOAL Group, head­quar­te­red in Naald­wijk, the Nether­lands, has 48 years of expe­ri­ence in the design and manu­fac­ture of alumi­num roof and side­wall systems for green­hou­ses. This makes the Group one of the leading suppli­ers in the market. In addi­tion, BOAL supplies the cons­truc­tion, mecha­ni­cal engi­nee­ring and trans­port indus­tries with extru­ded alumi­num profiles. The manu­fac­ture of the high-quality products is based on many years of expe­ri­ence, tech­ni­cal exper­tise and inno­va­tive strength. Produc­tion takes place at the company’s three Dutch sites ’s‑Gravenzande, Maas­dijk and De Lier, as well as in Shep­s­hed in the UK. BOAL curr­ently employs appro­xi­m­ately 370 people and gene­ra­ted sales of around 155 million euros in 2017.

Toge­ther with Equis­tone, BOAL aims to further streng­then its market-leading posi­tion in the green­house indus­try. The focus is on conti­nuous product inno­va­tion, geogra­phic growth and expan­ding the posi­tion in the market for roof systems for film green­hou­ses. Proven part­ner­ships with exis­ting custo­mers for green­house systems as well as alumi­num profiles remain unaf­fec­ted and are to be continued.

“BOAL Group’s impres­sive posi­tion in the market is a prime start­ing point for the next phase of growth,” said Dr. Marc Arens, Part­ner at Equis­tone. “Toge­ther with the outstan­ding manage­ment team, Equis­tone will build on BOAL’s strengths and consis­t­ently pursue its growth stra­tegy. In doing so, we are focu­sing on geogra­phic expan­sion, inno­va­tion and enhan­cing the Group’s exis­ting product portfolio.”

Ronald Boers, Mana­ging Direc­tor of BOAL Group, comm­ents: “The green­house indus­try is growing rapidly and BOAL Group will bene­fit enorm­ously from this deve­lo­p­ment. Equis­tone is the ideal part­ner for our ambi­ti­ons — toge­ther we will conti­nue to drive our growth plans. In doing so, we build on long-term stra­te­gic part­ner­ships with our custo­mers as well as many years of expe­ri­ence and exper­tise in the extru­sion of high-quality alumi­num profiles for the green­house indus­try and other markets.”

On the part of Equis­tone, Dr. Marc Arens, Roman Emanuel Hegglin and Moritz Treude are respon­si­ble for the tran­sac­tion. The mid-market inves­tor was advi­sed by h&z (Commer­cial), Deloitte (Finan­cial), Allen & Overy (Legal), PwC (Tax), ERM (Envi­ron­men­tal), GCA Altium (Dept Advi­sory), Shear­man & Ster­ling and Stek Advo­ca­ten (Finan­cing, Legal). BOAL Group was advi­sed by William Blair (M&A), Roland Berger (Commer­cial), Deloitte (Financial/ Tax), Hout­hoff (Legal), Tauw (Envi­ron­men­tal), Oaklins (Finan­cial), Van Doorne (Legal) and Yeald (Manage­ment). The tran­sac­tion is expec­ted to close in April 2018.

About Equis­tone Part­ners Europe
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 with a good market posi­tion, above-average growth poten­tial and an enter­prise value of between EUR 50 and 500 million. Since its foun­ding, equity has been inves­ted in more than 140 tran­sac­tions, mainly mid-market buy-outs. The port­fo­lio curr­ently compri­ses over 40 compa­nies across Europe, inclu­ding around 20 active holdings in Germany, Switz­er­land and the Nether­lands. Equis­tone is curr­ently inves­t­ing from its sixth fund, which closed in March 2018 with €2.8 billion at the hard cap.
For more infor­ma­tion, visit www.equistonepe.de

Frank­furt, Munich, London — Weil, Gotshal & Manges LLP advi­sed the finan­cial inves­tor Noval­pina Capi­tal in connec­tion with a public take­over offer for Olym­pic Enter­tain­ment Group AS, listed on the Tallinn Stock Exch­ange. The tran­sac­tion is the largest of its kind so far in the Baltic States.

The public tender offer is being made by Odys­sey Europe AS, a company owned by funds mana­ged by Noval­pina Capi­tal, for all shares in Olym­pic Enter­tain­ment Group for a price of EUR 1.90 per share. Accor­ding to this, the delis­ting of the Olym­pic Enter­tain­ment Group from the Tallinn Stock Exch­ange and the merger of Odys­sey Europe AS with the Olym­pic Enter­tain­ment Group are being sought.

Olym­pic Enter­tain­ment Group is a leading opera­tor of casi­nos and provi­der of sports betting in six markets in the Euro­zone (Esto­nia, Latvia, Lithua­nia, Italy, Slova­kia and Malta).

Advi­sors to Noval­pina Capi­tal: Weil, Gotshal & Manges LLP
The Weil tran­sac­tion team is led by part­ner Prof. Dr. Gerhard Schmidt and is supported by the part­ners Stephan Grauke (Corpo­rate, Frank­furt), Tobias Geer­ling (Tax, Munich), Dr. Barbara Jagers­ber­ger (Corpo­rate, Munich) as well as Coun­sel Dr. Heiner Drüke (Corpo­rate, Frank­furt) and the asso­cia­tes Manuel-Peter Fringer (Corpo­rate, Munich), Dr. Ansgar Wimber (Corpo­rate, Munich), Benja­min Rapp (Tax, Munich), Alex­an­der Pfef­fer­ler (Corpo­rate, Munich), Daniel Zhu (Corpo­rate, Munich) and Julian Schwa­ne­beck (Corpo­rate, Frank­furt) as well as para­le­gals Madleen Düdder, Patrik Marten and Sonja Popp (all Munich).
The Weil team working on the acqui­si­tion finan­cing is led by Frank­furt Finance Part­ner Dr. Wolf­ram Distler and London Finance Part­ner Patrick Bright and was supported by asso­cia­tes Dr. Dorian Legel and Julia Schum (both Frank­furt) as well as Nick Kren­del and Antony Serban (both London).

About Noval­pina Capital
Noval­pina Capi­tal is an inde­pen­dent Euro­pean private equity firm that focu­ses on making control equity invest­ments in middle market compa­nies throug­hout the conti­nent. Noval­pina has a solu­tion-orien­ted, entre­pre­neu­rial approach to inves­t­ing and crea­ting value in its port­fo­lio compa­nies. Noval­pina Capi­tal was estab­lished by Stephen Peel, Stefan Kowski and Bastian Lueken in 2017. The Foun­ding Part­ners bring combi­ned expe­ri­ence of 48 years in private equity inves­t­ing, inclu­ding senior posi­ti­ons in the Euro­pean opera­ti­ons of leading global private equity invest­ment firms, and have a shared history of working toge­ther for nearly a decade.

About WEIL
Weil, Gotshal & Manges is an inter­na­tio­nal law firm with appro­xi­m­ately 1,100 lawy­ers, inclu­ding about 300 part­ners. Weil is head­quar­te­red in New York and has offices in Boston, Dallas, Frankfurt/Main, Hong Kong, Hous­ton, London, Miami, Munich, Paris, Beijing, Prague, Prince­ton, Shang­hai, Sili­con Valley, Warsaw and Washing­ton, D.C.

Frank­furt am Main / Munich — Allen & Overy LLP has advi­sed private equity inves­tor Bencis Capi­tal Part­ners (“Bencis”) on the acqui­si­tion of HALEX Holding GmbH (“Halex”) from H2 Equity Part­ners.

Halex, based in Alden­ho­ven, North Rhine-West­pha­lia, is one of Europe’s leading manu­fac­tu­r­ers of extru­sion dies and service provi­ders for heat treat­ment with its two busi­ness units Halex Extru­sion Dies and Härtha Hardening Indus­tries. The company opera­tes twelve sites in Germany, Italy, the Nether­lands and Roma­nia and employs around 460 people.

Bencis is a private equity firm that invests in successful mid-sized compa­nies prima­rily in the Bene­lux and Germany.

The Allen & Overy team advi­sed on all M&A legal issues in this tran­sac­tion as well as on the complex finan­cing struc­ture of the tran­sac­tion, consis­ting of a unitran­che finan­cing in the form of notes provi­ded by Muzi­nich & Co., Idin­vest Part­ners and CVC Credit Part­ners and a revol­ving credit faci­lity gran­ted by ABN AMRO.

The team was led by Munich part­ner Dr. Alex­an­der Veith with support from senior asso­ciate Dr. Daniel Epe and asso­ciate Tobias Hugo (all Corporate/M&A, Munich).

The finan­cing of the tran­sac­tion was advi­sed by Part­ner Thomas Neubaum (Banking and Finance), Part­ner Dr. Stefan Henkel­mann (Inter­na­tio­nal Capi­tal Markets), Coun­sel Jens Noll­mann (Inter­na­tio­nal Capi­tal Markets) and Bianca Engel­mann, Senior Asso­cia­tes Elke Funken-Hötzel and David Schmidt, Asso­ciate Louisa Drew­niok and Tran­sac­tion Support Lawyer Anasta­siya-Evan­ge­lina Gordienko (all Banking and Finance, Frankfurt).

Further­more, the part­ners Dr. Asmus Mihm (Tax Law, Frank­furt), Dr. Börries Ahrens (Anti­trust Law, Hamburg), Coun­sel Dr. Chris­tian Hilmes (Real Estate, Hamburg), the Senior Asso­cia­tes Peter Seidel and Dr. Domi­nic Paschke (both Tax Law, Frank­furt) as well as the Asso­cia­tes Heiner Meck­len­burg (Anti­trust Law, Hamburg) and Dr. Wolf­gang Wittek (Labor Law, Hamburg) provi­ded advice.

Notes to the Editor:
www.allenovery.de

Allen & Overy is an inter­na­tio­nal law firm with appro­xi­m­ately 5,400 employees, inclu­ding appro­xi­m­ately 550 part­ners, in 44 offices worldwide.

Allen & Overy is repre­sen­ted in Germany at its offices in Düssel­dorf, Frank­furt am Main, Hamburg and Munich with appro­xi­m­ately 220 lawy­ers, inclu­ding 50 part­ners. The lawy­ers advise leading natio­nal and inter­na­tio­nal compa­nies prima­rily in the areas of banking, finance and capi­tal markets law, corpo­rate law and M&A, tax law as well as other areas of busi­ness law.

This press release is issued by Allen & Overy LLP. In this press release, “Allen & Overy” refers to “Allen & Overy LLP or its affi­lia­tes.” The named part­ners are either share­hol­ders, advi­sors or employees of Allen & Overy LLP and/or its affiliates.

Gladenbach/ Munich — The Munich-based family-owned Sera­fin Group of Compa­nies (“Sera­fin”) acqui­res Weso-Aurorahütte GmbH (“WESO”), a subsi­diary of the Viess­mann Group (“Viess­mann”), one of the leading inter­na­tio­nal manu­fac­tu­r­ers of heating, indus­trial and cooling systems. Viess­mann Group was advi­sed by DC Advi­sory.

With more than 400 employees and sales of around EUR 64 million, WESO belongs to the to the major German found­ries. The company from Gladen­bach in Hesse specia­li­zes in the manu­fac­ture of high-quality gray cast iron products that are used inter­na­tio­nally in various indus­tries. Last year, the company cele­bra­ted its 130th anniversary.

WESO had been part of the Viess­mann Group for seve­ral deca­des, supp­ly­ing it with castings for its heating tech­no­logy divi­sion. Viess­mann will remain an important custo­mer of WESO in the future. In addi­tion, the foundry serves well-known indus­trial custo­mers from various sectors with a focus on agri­cul­tu­ral and rail­road tech­no­logy. This busi­ness has been conti­nuously expan­ded over the past two deca­des and is to be pushed even further in the future.

Prof. Dr. Martin Viess­mann, Presi­dent of the Execu­tive Board of the Viess­mann Group, states: “With their exem­plary commit­ment, the employees in Gladen­bach have contri­bu­ted signi­fi­cantly to the successful deve­lo­p­ment of WESO over the many years. I would like to express my sincere thanks for this. At the same time, I am plea­sed that with the hando­ver to Sera­fin, WESO conti­nues to be in good, family-run hands. We are firmly convin­ced that WESO is thus also very well posi­tio­ned for the future.”

Phil­ipp Haindl (photo), one of the foun­ders of the Sera­fin group of compa­nies and repre­sen­ta­tive of the share­hol­der family, empha­si­zed that nothing would change for the more than 400 employees of the Gladen­bach foundry. WESO’s previous stra­tegy as a custo­mer foundry will be further deve­lo­ped. “We invest in estab­lished medium-sized compa­nies that have a func­tio­ning busi­ness model and can be further deve­lo­ped through the use of opera­tio­nal and stra­te­gic measures.”

The tran­sac­tion is still subject to appr­oval by the anti­trust authorities.

Advi­sors to sola­ris­Bank AG: P+P Pöllath und Partner
Chris­tian Tönies, LL.M. Eur. (Part­ner, M&A, Venture Capi­tal, Munich/Berlin)
Dr. Eva Nase (Part­ner, Stock Corpo­ra­tion Law, Munich)
Dr. Sebas­tian Gerlin­ger, LL.M. (Senior Asso­ciate, M&A, Venture Capi­tal, Berlin/Munich)
Dr. Sebas­tian Käpplin­ger (Coun­sel, Regu­la­tory Law, Frankfurt)
Daniel Wied­mann, LL.M. (NYU) (Coun­sel, Anti­trust Law, Frankfurt)
Phil­ipp Opitz (Senior Asso­ciate, Stock Corpo­ra­tion Law, Munich)
Tim Jung­in­ger (Senior Asso­ciate, Corpo­rate and Capi­tal Markets, Munich)
Dr. Georg Seitz (Asso­ciate, M&A, Venture Capi­tal, Munich)
Chris­toph-Alex­an­der May (Asso­ciate, Corpo­rate and Capi­tal Markets Law, Munich)

Munich — Munich-based private equity firm Para­gon Part­ners has acqui­red a majo­rity stake in UNICEPTA. Pesca Private Equity initia­ted the exit through the previous group of share­hol­ders around the Ippen media group, former Bertels­mann execu­tive Hart­mut Ostrow­ski and other inves­tors in an inter­na­tio­nal bidding process. The manage­ment team remains invol­ved in the company.

UNICEPTA is one of the leading Euro­pean service compa­nies for stra­te­gic media moni­to­ring, media response analy­sis and intel­li­gent issue manage­ment concepts. UNICEPTA has achie­ved an average annual increase in sales of around 18 percent over the last ten years. In the 2016/2017 finan­cial year, sales amoun­ted to €31.5 million. The company works for around 300 custo­mers, inclu­ding two-thirds of the DAX compa­nies and nume­rous other multi­na­tio­nals. UNICEPTA is also the leading provi­der in Germany for so-called news­room solu­ti­ons in corpo­rate communications.

Advi­sors to Pesca Private Equity: P+P Pöllath + Partners
P+P Pöllath + Part­ners advi­sed the sellers around Pesca Private Equity on the sale of their shares.

Tobias Jäger (Coun­sel, Lead, M&A/PE, Munich), Dr. Nico Fischer (Part­ner, Tax, Munich), Dr. Jens Linde (Asso­cia­ted Part­ner, Finan­cing, Frank­furt), Daniel Wied­mann, LL.M. (NYU) (Coun­sel, Anti­trust Law, Frank­furt), Andrea Strei­fen­e­der (Asso­ciate, M&A/PE, Munich), Dr. Sebas­tian Rosen­tritt (Asso­ciate, M&A/PE, Munich), Chris­toph Beigel (Asso­ciate, Tax Law Munich)