Author: Tatjana Anderer

Munich — Water­land Private Equity sells its stake in A‑ROSA River Crui­ses Group to Duke Street. The British company, based in London, toge­ther with the manage­ment, is acqui­ring all shares in the market leader for premium river crui­ses on Europe’s water­ways. Water­land Private Equity was advi­sed by Will­kie Farr & Gallag­her LLP.

“We are plea­sed to have found a new inves­tor in Duke Street who will conti­nue to drive the growth of the A‑ROSA River Crui­ses Group,” said Jörg Drei­sow, Mana­ging Part­ner of Water­land. The inde­pen­dent private equity invest­ment company acqui­red a majo­rity stake in the leading German river cruise opera­tor in 2009 and has since made a signi­fi­cant contri­bu­tion to the company’s growth into the most successful river cruise opera­tor in the German source market. Jörg Eich­ler, CEO of A‑ROSA: “Thanks to the part­ner­ship with Water­land, we have conti­nuously streng­the­ned our leading posi­tion in Europe over the past years.” Since 2009, the premium provi­der of river crui­ses has expan­ded its fleet from six to eleven cruise ships and added the Rhine and the Seine as crui­sing areas. — The tran­sac­tion is subject to appr­oval by the anti­trust autho­ri­ties. Confi­den­tia­lity was agreed between the parties regar­ding the finan­cial details of the transaction.

About Water­land Private Equity
Water­land is an inde­pen­dent private equity invest­ment firm that helps entre­pre­neurs achieve their growth objec­ti­ves. With exten­sive finan­cial resour­ces and the dedi­ca­ted profes­sio­nals, Water­land crea­tes the basis for port­fo­lio compa­nies to grow faster both orga­ni­cally and through acqui­si­ti­ons. Water­land acts as an active share­hol­der and plays a key role for the compa­nies in the port­fo­lio in their stra­te­gic and opera­tio­nal deve­lo­p­ment, growth and perfor­mance. With a team expe­ri­en­ced in the field of entre­pre­neu­rial invest­ment, Water­land aims to help ambi­tious entre­pre­neurs achieve a stable market posi­tion in today’s incre­asingly compe­ti­tive world. To date, Water­land has inves­ted in over 400 companies.

Advi­sor Water­land Private Equity: Will­kie Farr & Gallag­her LLP
The Will­kie team led by Mario Schmidt and Dr. Stefan Jörgens (both Corpo­rate, Frank­furt) and consis­ted of part­ners Dr. Axel Wahl (Corpo­rate, Frank­furt), Dr. Patrick Meiisel, Dr. Bettina Bokeloh (both Tax, Frank­furt), Jan Wilms, Dr. Jasmin Dett­mar (both Finance, Frank­furt), Dr. Chris­tian Rolf (Labor Law, Frank­furt) and asso­cia­tes Dr. Stefan Bührle, Adrian Deng­ler, Erik Göretz­leh­ner, Andreas Knöd­ler and Kars­ten Silber­na­gel (all Corpo­rate, Frankfurt).

Will­kie Farr & Gallag­her LLP is an inter­na­tio­nal law firm of more than 650 lawy­ers with offices in New York, Washing­ton, Hous­ton, Paris, London, Milan, Rome, Frank­furt am Main and Brussels.

Frank­furt am Main — Deut­sche Betei­li­gungs AG (DBAG) acqui­res an inte­rest in netz­kon­tor nord GmbH (netz­kon­tor), a provi­der of services for the tele­com­mu­ni­ca­ti­ons indus­try. As part of a manage­ment buy-out (MBO), DBAG ECF, which is mana­ged by DBAG, will acquire the majo­rity of shares in netz­kon­tor. The remai­ning shares will remain with the foun­ders and previous sole owners Dirk Müller and Peter Schmidt, who will conti­nue to work for the company as mana­ging part­ners. For its co-invest­ment along­side DBAG ECF, DBAG will invest up to EUR 4.6 million from its balance sheet. The purchase agree­ment was signed at the end of Decem­ber and is expec­ted to be comple­ted in Janu­ary 2018. The parties have agreed not to disc­lose the purchase price.

netz­kon­tor is alre­ady the second invest­ment of the DBAG ECF since the start of its first new invest­ment period, DBAG ECF I for short, in June 2017. This means that more than a quar­ter of the commit­ted capi­tal has been drawn down.

netz­kon­tor (www.netzkontor-nord.de) was foun­ded in 2008 and opera­tes with around 100 employees in two busi­ness areas. Under the brand name “netz­kon­tor”, the company offers services rela­ted to the plan­ning and moni­to­ring of the cons­truc­tion of fiber optic networks. The OpenXS subsi­diary hand­les network manage­ment for fiber-optic network opera­tors. The regio­nal focus so far has been on Schles­wig-Holstein. In addi­tion to its head­quar­ters in Flens­burg, netz­kon­tor opera­tes from two other loca­ti­ons. With the recently opened branch in Schwe­rin, the company is also active in Meck­len­burg-Vorpom­mern. In 2017, netz­kon­tor gene­ra­ted sales of around eight million euros.

Demand for fast Inter­net connec­tions by private house­holds and compa­nies is incre­asing. So far, howe­ver, broad­band expan­sion in Germany has been slug­gish by Euro­pean stan­dards. It is ther­e­fore also supported by subsi­dies from the fede­ral budget. More than 40 million house­holds in Germany are not yet connec­ted to a fiber optic line. In this favorable market envi­ron­ment, netz­kon­tor bene­fits from its good repu­ta­tion as a relia­ble quality provi­der and from its exper­tise in project manage­ment. The company’s regio­nal expan­sion and the diver­si­fi­ca­tion of its custo­mer base are also to be driven forward by corpo­rate acquisitions.

“With the MBO of netz­kon­tor, DBAG is inves­t­ing in a well-posi­tio­ned service company in a fast-growing market,” said Tors­ten Grede, Spokes­man of the Board of Manage­ment of Deut­sche Betei­li­gungs AG on the occa­sion of the signing of the agree­ment. “We intend to support the company in its further deve­lo­p­ment with our exper­tise from DBAG’s exis­ting three invest­ments in this sector.”

“netz­kon­tor should conti­nue to bene­fit from the posi­tive market trend and the growing demand for broad­band connec­tions in the future,” said Peter Schmidt, mana­ging part­ner of netz­kon­tor. “In DBAG, we have found an expe­ri­en­ced part­ner with whose support the deve­lo­p­ment steps requi­red for this will be even easier for us.”

About DBAG
Deut­sche Betei­li­gungs AG, a listed company, initia­tes closed-end private equity funds and invests along­side DBAG funds in well-posi­tio­ned medium-sized compa­nies with deve­lo­p­ment poten­tial. DBAG focu­ses on indus­trial sectors in which German SMEs are parti­cu­larly strong by inter­na­tio­nal stan­dards. With this expe­ri­ence, know-how and equity, it streng­thens the port­fo­lio compa­nies in imple­men­ting a long-term, value-enhan­cing corpo­rate stra­tegy. The entre­pre­neu­rial invest­ment approach makes DBAG a sought-after invest­ment part­ner in the German-spea­king region. The capi­tal mana­ged and advi­sed by the DBAG Group amounts to appro­xi­m­ately 1.8 billion euros.

Frank­furt a. Main — The private equity company Main Capi­tal has acqui­red a majo­rity stake in the Mann­heim-based soft­ware company JobRou­ter AG. In the context of the sale of its stake, one of the previous share­hol­ders of JobRou­ter AG was advi­sed by an M&A and private equity team of Bryan Cave in Frank­furt, led by Dr. Tobias Fenck.

The new inves­tor will provide the company with further growth capi­tal. The aim of the invest­ment is to expand the busi­ness model for BPM and docu­ment manage­ment, inter­na­tio­nal expan­sion and stra­te­gic add-on acquisitions.

JobRou­ter AG is an inter­na­tio­nal manu­fac­tu­rer of a web-based low-code plat­form for compre­hen­sive enter­prise digi­tiza­tion. The offe­ring includes highly scalable work­flow and docu­ment manage­ment compon­ents that enable busi­ness proces­ses to be mapped and auto­ma­ted digi­tally. The product port­fo­lio also includes stan­dar­di­zed solu­tion templa­tes for rapid busi­ness trans­for­ma­tion, indus­try-speci­fic process solu­ti­ons and a cloud instance in over 18 languages. The company relies on an exten­sive network of more than 160 part­ners. Custo­mers include, for exam­ple, EY, Thomas Cook and ThyssenKrupp.

Advi­sor to share­hol­der JobRou­ter AG: Bryan Cave Frankfurt
Dr. Tobias Fenck, Mana­ging Part­ner (Lead Part­ner, Corpo­rate, M&A, Private Equity), Stefan Skulesch, Of Coun­sel (Tax), Robert Schind­ler, Asso­ciate (Corpo­rate)

About Main Capital
Main Capi­tal is a private equity inves­tor with an exclu­sive focus on the soft­ware indus­try. In this indus­try, we are the most specia­li­zed party for manage­ment buyouts and later-stage growth capi­tal. With an expe­ri­en­ced team of profes­sio­nals, Main Capi­tal now mana­ges four private equity funds with assets under manage­ment of appro­xi­m­ately 375 million euros. — Main Capi­tal focu­ses exclu­si­vely on estab­lished and growing SaaS and soft­ware compa­nies with an inter­na­tio­nal expan­sion stra­tegy. Since its foun­ding in 2003, Main Capi­tal has built a proven track record and a large network in the soft­ware industry.

Main Capi­tal assists in the reor­ga­niza­tion of company holdings and stri­ves to bring soft­ware compa­nies to a higher level in terms of market posi­tion, busi­ness model and size. Subse­quently, an attrac­tive exit is targe­ted toge­ther with the foun­ders and/or the management.

About Bryan Cave LLP
Bryan Cave LLP (www.bryancave.com) is one of the leading inter­na­tio­nal law firms with appro­xi­m­ately 900 attor­neys in 25 offices throug­hout the United States, Europe and Asia. The firm advi­ses a wide range of clients from corpo­ra­ti­ons to finan­cial insti­tu­ti­ons and orga­niza­ti­ons to indi­vi­du­als. These include inter­na­tio­nal corpo­ra­ti­ons, large and medium-sized family busi­nesses, part­ner­ships, non-profit orga­niza­ti­ons and start-ups. Based on many years of trustful coope­ra­tion, exten­sive legal expe­ri­ence, inno­va­tive strength and a colla­bo­ra­tive corpo­rate culture, we support our clients in the most important econo­mic and finan­cial markets — with a clear focus on tran­sac­tions, liti­ga­tion and regulation.

Frankfurt/Main- Shear­man & Ster­ling has advi­sed the exis­ting share­hol­ders of Mein­Auto GmbH, inclu­ding Holtz­brinck Ventures GmbH, Global Foun­ders Capi­tal GmbH & Co Betei­li­gungs KG Nr. 1, Vorwerk Direct Selling Ventures GmbH and Mr. Nico­las Leut­wi­ler, on the sale of their shares to the British invest­ment company HgCa­pi­tal.

Mein­Auto GmbH is the leading Inter­net new car broker in Germany with MeinAuto.de. As a pioneer in the field of online new car sales, the Colo­gne-based company has deve­lo­ped from an up-and-coming start-up to an estab­lished player in the indus­try since its foun­ding in 2007. Today, the portal regis­ters over 16 million website visi­tors annu­ally and coope­ra­tes with over 9,000 auto­mo­bile dealers throug­hout Germany.

The Shear­man & Ster­ling team, led by Dr. Alfred Koss­mann, included asso­cia­tes Dr. Aliresa Fatemi and Evelin Moini (all Frank­furt-Mergers & Acqui­si­ti­ons). In addi­tion, part­ner Simon Burrows (London-Mergers & Acqui­si­ti­ons), coun­sel Dr. Mathias Stöcker (Frank­furt-Anti­trust) and Dr. Anders Kraft (Frank­furt-Tax) as well as asso­cia­tes Dr. Phil­ipp Jaspers, Sven Opper­mann and Marc Lorenz (all Frank­furt-Mergers & Acqui­si­ti­ons) advi­sed on the transaction.

About Shear­man & Sterling
Shear­man & Ster­ling is an inter­na­tio­nal law firm with 20 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, visitwww.shearman.com/de.

Frank­furt am Main — Deut­sche Betei­li­gungs AG (DBAG) is inves­t­ing in Sjølund A/S (Sjølund), a manu­fac­tu­rer of alumi­num and steel compon­ents for the wind power, rail­road, cons­truc­tion and engi­nee­ring indus­tries. In a manage­ment buy-out (MBO), DBAG ECF, which is mana­ged by DBAG, will acquire around 51 percent of the shares in Sjølund from the current sole owner and CEO Søren Ravn Jensen.

DBAG will invest up to 4.5 million euros from its balance sheet for its co-invest­ment; in future, it will account for around 21 percent of the shares in Sjølund. The remai­ning appro­xi­m­ately 49 percent of the shares will in future be held by Søren Ravn Jensen, who will conti­nue to serve as CEO of the company, and other members of the manage­ment team. The purchase agree­ment was signed at the end of Decem­ber and is expec­ted to be comple­ted in Janu­ary 2018. The parties have agreed not to disc­lose the purchase price.

Sjølund is the first invest­ment since the start of the first new invest­ment period of the DBAG ECF, or DBAG ECF I, in June 2017. The manage­ment buyout is also the second majo­rity invest­ment by the fund, which has also selec­tively provi­ded funds for MBOs since expan­ding its invest­ment crite­ria in 2016. Previously, the DBAG ECF had exclu­si­vely inves­ted in compa­nies on a mino­rity basis in order to promote their growth.

Since the previous sole owner and CEO Søren Ravn Jensen joined the company in 1994, Sjølund (www.sjoelund.com) has deve­lo­ped into one of the largest suppli­ers in the niche market for complex compon­ents made of bent alumi­num and steel. At the company’s head­quar­ters in Sjølund, Denmark, and at a produc­tion site in China, around 110 employees manu­fac­ture compon­ents that account for only a small propor­tion of their custo­mers’ mate­rial costs, but are nevert­hel­ess complex in many cases and often safety-rele­vant. These compon­ents are always manu­fac­tu­red accor­ding to the speci­fic requi­re­ments of the respec­tive custo­mer and distri­bu­ted globally — also via a third loca­tion in the USA. Sjølund also advi­ses its custo­mers on adap­ting products to the manu­fac­tu­ring process (“Design for Manu­fac­tu­ring”). In this way, the company has built up stable custo­mer rela­ti­onships and a strong market posi­tion. It gene­ra­ted a good half of its total sales of around 31 million euros in the wind power indus­try in fiscal year 2016/2017 (Septem­ber 30), mainly with compon­ents for the nacel­les of wind turbi­nes. In the rail segment, Sjølund supplies train manu­fac­tu­r­ers with struc­tu­ral profiles and compon­ents for exte­rior clad­ding, for exam­ple for the front of the rail­car, the window frames or the boar­ding area.

Sjølund’s sales markets, some of which are not very cycli­cal, are expec­ted to grow signi­fi­cantly in the coming years. Drivers of this deve­lo­p­ment are mega­trends such as the use of rene­wa­ble ener­gies, global popu­la­tion growth and incre­asing urba­niza­tion. On this basis, Sjølund is to conti­nue to grow and expand inter­na­tio­nally — orga­ni­cally and through acqui­si­ti­ons: Busi­ness with exis­ting custo­mers in growth markets such as China and the USA is to be expan­ded; compon­ents for wind turbi­nes are also to be manu­fac­tu­red at the Chinese produc­tion site in the future. German custo­mers curr­ently account for around 35 percent of Sjølund’s sales. Another start­ing point for the stra­te­gic deve­lo­p­ment of the company is the realignment of its sales acti­vi­ties. They are to focus more stron­gly on the highly profi­ta­ble mecha­ni­cal engi­nee­ring sector.

“Sjølund is active in seve­ral growth markets at the same time and has by no means exhaus­ted its poten­tial to serve these markets,” said Dr. Rolf Schef­fels (photo), member of DBAG’s Manage­ment Board, on the occa­sion of today’s contract signing. “We see this, in combi­na­tion with its long-estab­lished custo­mer rela­ti­onships, as the promi­sing basis for the company’s contin­ued posi­tive deve­lo­p­ment — and thus an attrac­tive invest­ment oppor­tu­nity in one of DBAG’s core sectors.”

“Further inter­na­tio­na­liza­tion of the busi­ness is a prere­qui­site for Sjølund to reach the next stage of its deve­lo­p­ment,” commen­ted Søren Ravn Jensen, former sole owner and CEO of Sjølund. “We are plea­sed to have an expe­ri­en­ced part­ner in DBAG at our side who can support us with capi­tal and exper­tise in this important phase.”

About DBAG
Deut­sche Betei­li­gungs AG, a listed company, initia­tes closed-end private equity funds and invests along­side DBAG funds in well-posi­tio­ned medium-sized compa­nies with deve­lo­p­ment poten­tial. DBAG focu­ses on indus­trial sectors in which German SMEs are parti­cu­larly strong by inter­na­tio­nal stan­dards. With this expe­ri­ence, know-how and equity, it streng­thens the port­fo­lio compa­nies in imple­men­ting a long-term, value-enhan­cing corpo­rate stra­tegy. The entre­pre­neu­rial invest­ment approach makes DBAG a sought-after invest­ment part­ner in the German-spea­king region. The capi­tal mana­ged and advi­sed by the DBAG Group amounts to appro­xi­m­ately 1.8 billion euros.

Hamburg - IDEX Health & Science today announ­ced the acqui­si­tion of thinXXS Micro­tech­no­logy AG. The acqui­si­tion is expec­ted to acce­le­rate growth in the micro­flui­dics consu­ma­bles busi­ness. The share­hol­ders of thinXXS Micro­tech­no­logy AG, inclu­ding the majo­rity share­hol­der PRICAP Venture Part­ners AG, were advi­sed by Heuking Kühn Lüer Wojtek on the sale of their shares to a subsi­diary of IDEX Corpo­ra­tion. The parties have agreed not to disc­lose the purchase price.

thinXXS Micro­tech­no­logy, based in Zwei­brü­cken, Germany, is a leading company in the deve­lo­p­ment and manu­fac­ture of plas­tic disposable systems for the life scien­ces, point-of-care and vete­ri­nary markets. The acqui­si­tion estab­lishes IDEX Health & Science as a tech­no­logy leader in micro­flui­dics and streng­thens its growth focus on inte­gra­ted opto­flui­dic systems, compon­ents and advan­ced solu­ti­ons for its target industries.

Advi­sors to thinXXS Micro­tech­no­logy AG: Heuking Kühn Lüer Wojtek
Part­ner Dr. Michael Dröge, Part­ner Julia Cramer (both lead and M&A/Corporate), Fabian G. Gaffron (Tax), all Hamburg
Dr. Thors­ten Kuthe (Stock Corpo­ra­tion Law), Cologne
Dr. Frede­rik Wiemer (Anti­trust Law)
Dr. Florian Wenk, LL.M. (Corpo­rate Law)
Dr. Chris­tina Etzel,
Sven Johann­sen (both Vendor Due Dili­gence), all Hamburg

Hamburg — Allen & Overy LLP has advi­sed Hamburg-based private bank M.M. Warburg & CO (AG & Co.) KGaA (“Warburg”) on the sale of its subsi­dia­ries Warburg Invest Luxem­bourg S.A. and M.M. Warburg & CO Luxem­bourg S.A. to Apex Group Ltd (“Apex”), a port­fo­lio company of Genstar Capi­tal. The two dive­s­ted subsi­dia­ries manage $50 billion in assets under manage­ment. Apex had previously acqui­red Deut­sche Bank’s Alter­na­tive Fund Service busi­ness, among others. — Warburg and Apex will enter into a stra­te­gic part­ner­ship for Luxem­bourg-based asset manage­ment services.

The tran­sac­tion is still subject to appr­oval by various regu­la­tory autho­ri­ties. Comple­tion is plan­ned for the second quar­ter of 2018. The parties have agreed not to disc­lose further details of the transaction.

By selling its two subsi­dia­ries, Warburg Bank intends to focus even more on growth in the German market and reduce the comple­xity of regu­la­tory requirements.

Advi­sor M.M. Warburg & CO: Allen & Overy Hamburg
The lead part­ner was Hamburg part­ner Dr. Nico­laus Ascher­feld (Corporate/M&A), with part­ners Dr. Heike Weber (Tax, Frank­furt), Dr. Alex­an­der Behrens (Inter­na­tio­nal Capi­tal Markets, Frank­furt), Dr. Börries Ahrens (Anti­trust, Hamburg) and Daniela Trötscher (Tax, Frank­furt); Of-Coun­sel Frank Herring (Inter­na­tio­nal Capi­tal Markets, Frank­furt), Coun­sel Max Lands­hut (Corporate/M&A, Hamburg), Senior Asso­ciate Marco Zingler (Inter­na­tio­nal Capi­tal Markets, Frank­furt) and Asso­cia­tes Dr. Stefan Witte (Corporate/M&A, Hamburg), Dr. Moritz Meis­ter (Corporate/M&A, Hamburg) and Dr. David Wagner (Labor Law, Hamburg).

From the Luxem­bourg office, part­ners Andre Marc (Corporate/M&A) and Henri Wagner (Inter­na­tio­nal Capi­tal Markets) as well as coun­sel Cathe­rine Di Lorenzo, Yannick Arbaut, Serge Hoff­mann, Gary Cywie and asso­ciate Franz Kerger advised.

The tran­sac­tion was advi­sed in-house by Dr. Chris­toph Greiner.

About Allen Overy
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 49 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.