News-Kategorie: Deals

Hamburg — Allen & Overy LLP has advi­sed Schro­ders plc on its acqui­si­tion of Blue Asset Manage­ment (Blue), a German real estate company based in Munich. Blue was laun­ched in 2009 by the three foun­ding mana­ging direc­tors Dr. Artus Pour­roy, Dr. Thomas Wiegel­mann and Tino Lurtsch and mana­ges assets worth €1.2 billion for its clients in Germany, Austria and Switzerland.

The tran­sac­tion streng­thens Schro­ders’ private wealth capa­bi­li­ties and provi­des signi­fi­cant addi­tio­nal resour­ces, presence and exper­tise in the German-spea­king real estate markets, which are expec­ted to bene­fit the firm’s global inves­tor base.

The Allen & Overy team consis­ted of Part­ner Dr. Hans Scho­ne­weg (Corporate/M&A, Hamburg), Part­ner Dr. Heike Weber and Asso­ciate Dr. Thomas Dieker (both Tax, both Frank­furt), Coun­sel Marie-Luise von Buch­waldt, Senior Asso­ciate Daniel Martin Schulz and Asso­ciate Jonas Hamm (all Corporate/M&A, all Hamburg).

In addi­tion, Part­ner Richard Cran­field (Corporate/M&A, London), Coun­sel Peter Wehner (Pensi­ons), Senior Asso­ciate Dr. Sebas­tian Schulz and Asso­ciate Dr. Lisa Müller (both Labor Law, all Frank­furt), Senior Asso­ciate Dr. Daniel Bolm (Real Estate), Part­ner Dr. Ellen Braun and Senior Asso­ciate Dr. Heiner Meck­len­burg (both Anti­trust, all Hamburg), Senior Asso­cia­tes Lenn­art Dahmen and Marco Zingler (both Capi­tal Markets, both Frank­furt) and Kyrill Chile­vych (Corporate/M&A, Düssel­dorf) advi­sed the firm.

About Allen & Overy
Allen & Overy is an inter­na­tio­nal law firm with appro­xi­m­ately 5,500 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 47 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.

London / Frank­furt a. M. / Hamburg — Traviata II S.à r.l., a holding company owned by funds advi­sed by Kohl­berg, Kravis & Roberts (KKR), today announ­ced a volun­t­ary public tender offer for the shares (ISIN: DE0005501357, DE0005754238) of Axel Sprin­ger SE (“Axel Sprin­ger”). Axel Sprin­ger is a media and tech­no­logy company active in more than 40 count­ries. The company has diverse media brands (e.g. BILD and WELT Group, Insi­der Inc., Politico.eu) and clas­si­fied ad portals (e.g. StepStone, SeLo­ger, Immo­welt). 71 percent of Axel Springer’s reve­nues and 84 percent of adjus­ted EBITDA came from digi­tal acti­vi­ties in the 2018 finan­cial year. The offer price will be 63 euros in cash per share. Accor­din­gly, Axel Sprin­ger share­hol­ders will receive a premium of 40 percent on the closing price on May 29, 2019 (EUR 45.10 per share), before Axel Sprin­ger confirmed nego­tia­ti­ons with KKR on a possi­ble stra­te­gic invest­ment via an ad hoc announcement.

KKR’s offer is inten­ded to enable a stra­te­gic invest­ment in Axel Sprin­ger, with the aim of support­ing the company’s stra­tegy in a part­ner­ship with Friede Sprin­ger and CEO Mathias Döpf­ner. Both hold a total of 45.4 percent of Axel Springer’s share capi­tal, directly and indi­rectly. They have agreed with KKR to form a consor­tium to jointly deve­lop the company, subject to the successful comple­tion of the public take­over bid. Friede Sprin­ger and Mathias Döpf­ner will not sell any shares held directly or indi­rectly by them as part of the public take­over offer. “Buil­ding lasting, trus­ting rela­ti­onships with compa­nies around the world is at the core of what we do at KKR. We have many years of expe­ri­ence working with entre­pre­neurs, fami­lies, CEOs and foun­ders who are looking for capi­tal and a stra­te­gic part­ner to help them realize their vision. We look forward to support­ing Axel Sprin­ger in its next steps,” said Johan­nes Huth, Part­ner and EMEA Head of KKR.

“Axel Sprin­ger has deve­lo­ped into a leading Euro­pean digi­tal company through successful digi­tal trans­for­ma­tion. In order to seize the oppor­tu­ni­ties arising from the very rapid trans­for­ma­tion of the media indus­try, Axel Sprin­ger now needs further orga­nic invest­ments and a consis­tent imple­men­ta­tion of its corpo­rate stra­tegy. We look forward to support­ing Axel Sprin­ger in meeting these chal­lenges in a long-term and sustainable way,” said Phil­ipp Freise, Part­ner and Head of KKR’s Euro­pean Invest­ment Team for Tech­no­logy, Media and Tele­com­mu­ni­ca­ti­ons. KKR,

Friede Sprin­ger and Mathias Döpf­ner have also concluded an inves­tor agree­ment with Axel Sprin­ger. This provi­des, subject to the commit­ments of the Manage­ment Board and the Super­vi­sory Board, that Axel Sprin­ger will support the Offer. Subject to the review of the offer docu­ment, the Execu­tive Board and the Super­vi­sory Board will recom­mend to the share­hol­ders of the Company to accept the offer. The inves­tor agree­ment also provi­des that Axel Springer’s jour­na­li­stic inde­pen­dence will be preser­ved. Axel Sprin­ger will remain a Euro­pean Stock Corpo­ra­tion (SE) in the future. The current members of Axel Springer’s Manage­ment Board will conti­nue to manage the company. The Super­vi­sory Board will conti­nue to consist of nine members under the leader­ship of the current Chair­man Ralph Büchi. Axel Springer’s current busi­ness envi­ron­ment is charac­te­ri­zed by rapidly chan­ging and compe­ti­tive markets.

KKR sees poten­tial to further deve­lop Axel Sprin­ger and streng­then the company’s market posi­tion. Toge­ther, Friede Sprin­ger, Mathias Döpf­ner and KKR intend to imple­ment stra­te­gic and opera­tio­nal initia­ti­ves that create long-term value, based on Axel Springer’s corpo­rate strategy.

“We look forward to working in part­ner­ship with Axel Springer’s excep­tio­nally strong and visio­nary team. KKR offers a global network and growth plat­form as well as more than 20 years of expe­ri­ence in the German market. This is the ideal foun­da­tion to help the company execute the next phase of its long-term growth plan,” said Chris­tian Ollig, Mana­ging Direc­tor and Head of Germany at KKR.

KKR has exten­sive expe­ri­ence in deve­lo­ping global market leaders in the media and tech­no­logy sectors, inclu­ding Bertelsmann/BMG, ProSiebenSat1, SBS Broad­cas­ting, Niel­sen, Train­line, Visma, Scout24 Switz­er­land, GfK, GetY­our­Guide, Sonos, GoDaddy and Tele München Gruppe/Universum.

The volun­t­ary public take­over offer is subject to various custo­mary market condi­ti­ons. These include regu­la­tory appr­ovals such as anti­trust, foreign trade and media control appr­ovals and the achie­ve­ment of a mini­mum accep­tance thres­hold of 20 percent of Axel Springer’s share capi­tal. This thres­hold was agreed as an appro­priate mini­mum share­hol­ding level between KKR, Friede Sprin­ger and Mathias Döpf­ner with regard to gover­nance rights to which KKR, as part of the consor­tium with Friede Sprin­ger and Mathias Döpf­ner, is to be entit­led upon successful comple­tion of the take­over offer.

The offer is finan­ced by KKR prima­rily from Euro­pean Fund V. KKR is supported by J.P. Morgan as finan­cial advi­sor and Unicre­dit as finan­cing bank.

The legal advi­sors are Fresh­fields Bruck­haus Derin­ger and Simpson Thacher & Bartlett.

The volun­t­ary public take­over offer will be made exclu­si­vely by means of an offer docu­ment which must be appro­ved by the German Fede­ral Finan­cial Super­vi­sory Autho­rity (BaFin). The offer docu­ment will be published after appr­oval by BaFin. At this time, the accep­tance period for the public take­over offer begins. The offer docu­ment and further infor­ma­tion on the public take­over offer will be published in accordance with the provi­si­ons of the German Secu­ri­ties Acqui­si­tion and Take­over Act (WpÜG) at http://www.traviata-angebot.de/.

About KKR
KKR is a leading global inves­tor that invests in diverse asset clas­ses, inclu­ding private equity, energy, infra­struc­ture, real estate, credit products and, through stra­te­gic part­ners, hedge funds. The focus is on gene­ra­ting attrac­tive invest­ment returns through a long-term and disci­pli­ned invest­ment approach, employ­ing highly skil­led profes­sio­nals, and crea­ting growth and value in invest­ment proper­ties. KKR invests its own capi­tal toge­ther with the capi­tal of its part­ners and opens up attrac­tive deve­lo­p­ment oppor­tu­ni­ties for third-party compa­nies through its capi­tal markets busi­ness. Refe­ren­ces to KKR’s invest­ments may also refer to the acti­vi­ties of funds mana­ged by KKR. More infor­ma­tion about KKR & Co. Inc. (NYSE: KKR), please visit the KKR website at www.kkr.com.

About Axel Springer
Axel Sprin­ger is a media and tech­no­logy company active in more than 40 count­ries. With the infor­ma­tion offe­rings of its diverse media brands (inclu­ding BILD, WELT, BUSINESS INSIDER, POLITICO Europe) and clas­si­fied ad portals (StepStone Group and AVIV Group), Axel Sprin­ger SE helps people to make free decis­i­ons for their lives. The trans­for­ma­tion from a tradi­tio­nal print media company to Europe’s leading digi­tal publisher is now successfully comple­ted. The next goal has been set: Axel Sprin­ger wants to become the world market leader in digi­tal jour­na­lism and digi­tal clas­si­fied ads through acce­le­ra­ted growth. The company is head­quar­te­red in Berlin and employs more than 16,300 people world­wide. In the 2018 finan­cial year, Axel Sprin­ger gene­ra­ted 71 percent of reve­nues and 84 percent of profit (adjus­ted EBITDA) from digi­tal activities.

Achen/ Düssel­dorf — ARQIS has advi­sed the UK-based Megger Group Limi­ted, a global specia­list in elec­tri­cal test equip­ment, on the acqui­si­tion of the Aachen-based Power Diagnos­tix Group. The Power Diagnos­tix Group is a leader in the design and manu­fac­ture of high voltage diagno­stic equip­ment and in the provi­sion of diagno­stic services for high voltage equip­ment. Both parties have agreed not to disc­lose the purchase price.

The acqui­si­tion signi­fi­cantly expands Megger’s reper­toire, parti­cu­larly in the area of partial discharge (PD) test­ing, where Megger can now offer diagno­stic solu­ti­ons for MV and HV elec­tri­cal equip­ment, inclu­ding trans­for­mers, bushings, gene­ra­tors, motors, switch­gear and GIS/GIL equip­ment, all of which comple­ment the company’s exis­ting cable test­ing and diagno­stic products.

The Power Diagnos­tix Group provi­des high quality diagno­stic equip­ment, engi­nee­ring services and online moni­to­ring systems for high voltage appli­ca­ti­ons. Foun­ded in 1986 as DG Instru­ments GmbH, the group of compa­nies has acqui­red a good repu­ta­tion in the special field of measu­ring and moni­to­ring equip­ment for high-voltage and pulse energy technology.

Megger deve­lops and manu­fac­tures porta­ble elec­tri­cal test equip­ment. Its products help users install and improve the effi­ci­ency of their elec­tri­cal equip­ment or that of their custo­mers, and help reduce the life­cy­cle costs of equip­ment and extend its service life. The company’s products support custo­mers around the world, helping them achieve the best return on invest­ment with their elec­tri­cal equip­ment, opti­mize energy effi­ci­ency and mini­mize downtime.

ARQIS acted for Megger for the first time. The team around part­ner Dr. Lars Laeger (photo) came to the mandate via a recom­men­da­tion through a pitch.

Advi­sors to Megger: ARQIS Rechts­an­wälte (Düsseldorf/Munich)
Dr. Lars Laeger (M&A, lead), Malte Grie­pen­burg, Caro­lin Schlüt­ter-Lückel, Nima Hanifi-Atash­gah (all Corporate/M&A), Dr. Ulrich Lien­hard (Real Estate), Marcus Noth­hel­fer, Dr. Phil­ipp Maier (both IP & Commer­cial), Chris­tian Wege­ner (Tax Law), Dr. Tobias Brors (Labor Law); Asso­cia­tes: Thi Kieu Chinh Nguyen (Labor Law), Jenni­fer Huschauer (Real Estate Law), Sina Janke (IP & Commercial)
Held Jagut­tis (Colo­gne): Public Law

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, intellec­tual property, liti­ga­tion as well as real estate law and tax law.

Colo­gne — Magel­lan Netz­werke GmbH acqui­res SOLIT SYSTEMS GmbH. Heuking Kühn Lüer Wojtek advi­sed Magel­lan Netz­werke GmbH, a member of the FERNAO group of compa­nies, on the acqui­si­tion of SOLIT SYSTEMS GmbH and the subse­quent restruc­tu­ring of the group.

SOLIT SYSTEMS GmbH is an IT service company specia­li­zing in IT secu­rity, data protec­tion and compli­ance, which has bund­led its exten­sive expe­ri­ence in market-driven and inno­va­tive mana­ged secu­rity services. The target group ranges from medium-sized busi­nesses to corpo­rate groups. With the acqui­si­tion of the specia­list for mana­ged secu­rity services, the FERNAO group of compa­nies gains a strong exten­sion of its product port­fo­lio in the area of mana­ged secu­rity services.

The FERNAO group of compa­nies was foun­ded by funds advi­sed by AUCTUS Capi­tal Part­ners in 2015 as part of the acqui­si­tion of Magel­lan Netz­werke GmbH as a buy-and-build plat­form. As a result of the acqui­si­tion, the FERNAO Group now has over 500 employees at 18 loca­ti­ons in Germany, Switz­er­land and China. As a medium-sized full service provi­der, the FERNAO group of compa­nies offers services from a single source in the areas of IT secu­rity, IP networ­king, cloud compu­ting and carrier solutions.

Advi­sors to Magellan/FERNAO: Heuking Kühn Lüer Wojtek
Kris­tina Schnei­der, LL.M. (lead), Laura Rilin­ger, Tim Remmel, LL.M. (all M&A),
Dr. Sascha Sche­wiola (Labor Law),
Dr. Lutz Martin Keppe­ler (IT), all of Cologne
Fabian G. Gaffron (Taxes), Hamburg

The Colo­gne M&A team, of which Ms. Schnei­der is a member, regu­larly advi­ses inves­tors on buy & build stra­te­gies to estab­lish groups of compa­nies and has alre­ady advi­sed the share­hol­ders of Magel­lan Netz­werke GmbH in the context of the sale to AUCTUS Capi­tal Part­ners and on various acquisitions.

Munich — Silvio Berlusconi’s media group Media­set beco­mes a new share­hol­der in ProSiebenSat.1. Munich and the Itali­ans describe the purchase of 10 percent as “friendly”.

The Italian media group Media­set buys 9.6 percent of ProSiebenSat.1 ’s shares. The block of shares is worth around EUR 330 million. Media­set CEO Pier Silvio Berlus­coni, son of ex-Prime Minis­ter Silvio Berlus­coni, announ­ced today (Wednes­day) that this is a “friendly acqui­si­tion” and “a long-term decis­ion aimed at crea­ting value with an incre­asingly inter­na­tio­nal focus.”

Group CEO Max Conze, “welco­mes” the invest­ment and sees it “as a vote of confi­dence in our stra­tegy and team.” Conze’s friendly reac­tion is proba­bly also due to the fact that Media­set does not want to force a restruc­tu­ring of ProSiebenSat.1’s manage­ment level: “We value ProSiebenSat.1’s manage­ment team,” the Itali­ans explai­ned. Media­set appre­cia­tes the manage­ment team of ProSiebenSat.1, Berlus­coni empha­si­zed. Since last year, the company from Unter­föh­ring near Munich has been mana­ged by Max Conze, who previously headed the vacuum clea­ner manu­fac­tu­rer Dyson.

Media­set entry posi­tive for ProSie­ben share
The share acqui­si­tion deepens the exis­ting part­ner­ship between the two media groups. Both have been working toge­ther in the Euro­pean Media Alli­ance (EMA) for five years. ProSie­ben is the larger part­ner here: While the Germans gene­ra­ted conso­li­da­ted reve­nues of EUR 4.9 billion in 2018, the Itali­ans achie­ved only EUR 3.4 billion. Both groups are strugg­ling with decli­ning reve­nues in their core TV adver­ti­sing busi­ness. “The aim of the alli­ance is to realize econo­mies of scale, which are crucial for the future of Euro­pean tele­vi­sion,” says Media­set boss Berlus­coni. Howe­ver, ProSiebenSat.1 did not respond to a FINANCE inquiry as to which speci­fic econo­mies of scale were involved.

On the capi­tal market, howe­ver, the Media­set entry is alre­ady helping Conze. Since Conze took office exactly one year ago, ProSieben’s share price has fallen from 25 to 13 euros. Many short-sellers were and are active in the stock. During this time, ProSie­ben CFO Jan Kemper, who had star­ted out as a beacon of hope, also threw in the towel. Today, howe­ver, the stock is up by around 5 percent and is once again trading at more than 15 euros. The Media­set share, on the other hand, slip­ped slightly.

Munich — The REWE retail chain acqui­res 100% of the shares in Lekker­land AG & Co KG. In the future, this will open up the new “Conve­ni­ence” busi­ness area under the REWE Group umbrella. The tran­sac­tion is subject to appr­oval by the rele­vant anti­trust authorities.

Lekker­land is the specia­list for on-the-go consump­tion and offers inno­va­tive service, custo­mi­zed logi­stics and a wide whole­sale range in seven Euro­pean count­ries. The focus is on the needs of custo­mers and consu­mers. Lekker­land serves around 91,000 points of sale in seven Euro­pean count­ries and has cutting-edge brands and private labels in its range. Custo­mers include gas stati­ons, stores, kiosks, conve­ni­ence stores, bake­ries, food retail­ers and quick service restau­rants. Lekker­land employs around 4,900 people across Europe. In fiscal 2018, sales amoun­ted to EUR 12.4 billion.

The coope­ra­tive REWE Group is one of the leading retail and travel groups in Germany and Europe. In 2018, the company achie­ved total exter­nal sales of more than EUR 61 billion. Foun­ded in 1927, REWE Group is present in 22 Euro­pean count­ries with more than 360,000 employees.

Advi­sor for Lekker­land AG & Co. KG: P+P Pöllath + Partners
* Dr. Matthias Bruse (photo), LL.M. (Lead Part­ner, M&A, Munich)
* Jens Hörmann (Part­ner, M&A, Munich)
* Jasmin Wagner (Senior Asso­ciate, M&A, Munich)
* Thies Jacob, LL.M. (Asso­ciate, M&A, Munich)
* Pascal Köst­ner, LL.M. (Senior Asso­ciate, M&A, Munich)
* Dr. Matthias Werner (Coun­sel, Real Estate Law, Berlin)

Other consul­tants for Lekkerland:
Inhouse Coun­sel: Andre Niemeyer (Head of Legal Depart­ment Lekkerland)
Osborne Clarke: Dr. Thomas G. Funke (Part­ner, Anti­trust), Dr. Sebas­tian Hack (Part­ner, Anti­trust), Ghazale Mande­ga­rian-Fricke (Senior Asso­ciate, Anti­trust), Jan Marco Aatz (Asso­ciate, Antitrust)

Frankfurt/Munich — Weil, Gotshal & Manges LLP advi­sed Elevion GmbH and its parent company, the listed Czech energy group CEZ Group, on the acqui­si­tion of all shares in Hermos AG and Hermos Schalt­an­la­gen GmbH from their shareholders.
Elevion GmbH is a leading provi­der of tech­ni­cal faci­lity services for commer­cial as well as indus­trial buil­dings and plants and conti­nues its successful growth stra­tegy with the acqui­si­tion of HERMOS Group, a provi­der of IT and auto­ma­tion solu­ti­ons in the energy, buil­ding and indus­trial sectors.

Advi­sors to energy group CEZ Group and Elevion GmbH: Weil, Gotshal & Manges LLP
The Weil tran­sac­tion team was led by Frank­furt-based Corpo­rate Part­ner Dr. Chris­tian Tapp­ei­ner. and was supported by the part­ners Dr. Kamyar Abrar (Anti­trust, Frank­furt), Ludger Kempf (Tax, Frank­furt) as well as the asso­cia­tes Konrad v. Buch­waldt, Sara Afschar-Hamdi, Stef­fen Giolda, Aurel Hille, Julian Schwa­ne­beck, Simon Stei­ner (all Corpo­rate, Frank­furt), Mareike Pfeif­fer (Labor Law, Frank­furt), Nico­las Bech­told (Liti­ga­tion, Frank­furt), Dr. Konstan­tin Hoppe, Dr. Sandra Kühn (both Liti­ga­tion, Munich), Dr. Alex­an­der Wandt (Finance, Munich) and the para­le­gals Jessica Köhler, Sandra Maurer, Kris­tina Thiel and Robert Ostermair.
In addi­tion, CEZ Group was advi­sed on this tran­sac­tion by the Czech law firm Skils s.r.o. under the leader­ship of Mana­ging Part­ner Karel Muzikar.

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

Düsseldorf/ Munich — Sumitomo Elec­tric Indus­tries, Ltd. has acqui­red the Euro­pean manu­fac­tu­rer of metal powder compon­ents Sinter­werke Herne GmbH (SWH, North Rhine-West­pha­lia, Germany) and Sinter­werke Gren­chen AG (SWG, Canton Solo­thurn, Switz­er­land). ARQIS advi­sed Sumitomo Elec­tric Indus­tries, Ltd. on this transaction.

Sumitomo Electric’s Powder Metall­urgy Divi­sion opera­tes world­wide under the name Sumitomo Elec­tric Sinte­red Alloy Ltd (Head­quar­ters: Taka­ha­shi City, Okayama Prefec­ture; Presi­dent: Toshi­y­uki Kosuge). The divi­sion offers a wide range of products mainly for Japa­nese manu­fac­tu­r­ers of cars, auto­mo­tive compon­ents and air condi­tio­ning systems. Based on the acqui­si­ti­ons it has now made, Sumitomo Elec­tric is looking to expand its sales chan­nels to Euro­pean auto­ma­kers and compo­nent manu­fac­tu­r­ers, and increase the presence of its powder metal products busi­ness in Europe to deve­lop further global busi­ness opportunities.

Advi­sor Sumitomo Elec­tric: ARQIS Rechts­an­wälte (Düsseldorf/Munich)
Eber­hard Hafer­malz, Foto (Lead), Dr. Shigeo Yama­guchi (both Corporate/M&A), Dr. Andrea Panzer-Heemeier (Labor Law), Johan­nes Landry (Restructuring/Corporate), Dr. Ulrich Lien­hard (Real Estate), Marcus Noth­hel­fer (IP & Commer­cial). Ulrich Lien­hard (Real Estate), Marcus Noth­hel­fer (IP & Commer­cial); Coun­sel: Patrick Schöld­gen (Corporate/M&A), Dr. Phil­ipp Maier (IP & Commer­cial); Asso­cia­tes: Dr. Hendrik von Mellen­thin (Labor Law), Jenni­fer Huschauer (Real Estate), Sina Janke (IP & Commercial)

Meyer­Lus­ten­ber­ger Lache­nal (Zurich): Dr. Chris­toph Heiz, LL.M. (M&A)

Held Jagut­tis (Colo­gne): Dr. Malte Jagut­tis, Dr. Simeon Held (regu­la­tory and envi­ron­men­tal law)
RCAA (Frank­furt): Evelyn Niit­vaeli (Anti­trust)

Düssel­dorf, Germany — Bird & Bird LLP has advi­sed FUJIFILM Group on the acqui­si­tion of medwork GmbH, a German company that deve­lops, manu­fac­tures and markets instru­ments for thera­peu­tic and diagno­stic endo­scopy. medwork beco­mes a wholly-owned subsi­diary of the Fuji­film Group, marking its full-scale entry into the endo­sco­pic instru­ment market. — The appr­oval of the anti­trust autho­ri­ties is still pending. The parties have agreed not to disc­lose the purchase price.

medwork deve­lops, manu­fac­tures and markets endo­sco­pic instru­ments from a single source. In Europe, the company has built up a strong repu­ta­tion, mainly because of its exten­sive range of high-quality products and fast deli­very service, inclu­ding “same-day deli­very”. The demand for mini­mally inva­sive endo­sco­pic exami­na­ti­ons and treat­ments is incre­asing globally due to low pati­ent burden, and the endo­sco­pic instru­ments market is expec­ted to conti­nue to grow stron­gly as a result.

This latest Fuji­film acqui­si­tion will signi­fi­cantly expand their endo­sco­pic instru­ment product offe­ring. Fujifilm’s over­ar­ching stra­tegy is to meet a wide variety of medi­cal needs in order to improve the quality of healthcare.

Advi­sors to FUJIFILM Group: Bird & Bird LLP Düsseldorf
Dr. Stefa­nie Orttmann, LL.M. Part­ner and Alfred Herda, Part­ner (both lead)
Asso­cia­tes: Jan Medele and Michael Maier (Corporate/M&A, Düsseldorf/Frankfurt), Part­ner Dr. Alex­an­der Csaki (Regu­la­tory, Munich), Part­ner Dr. Anna Wolters-Höhne and Asso­ciate Lucas Brons (both Patent Law, Hamburg), Part­ner Dr. Catha­rina Klumpp, LL.M. and Asso­ciate Benja­min Karcher (both Labor Law, Düssel­dorf), Part­ner Dr. Dirk Barcaba and Coun­sel Elie Kauf­man, LL.M. (both Real Estate, Frank­furt), Part­ner Dr. Michael Jüne­mann and Asso­cia­tes Julia Froeh­der and Liliana Rodri­gues-Kaps (all Finance, Frank­furt), Part­ner Guido Bormann and Asso­cia­tes Johan­nes Wolte­ring and Kris­tin Kattwin­kel (all Regu­la­tory, Düssel­dorf), Coun­sel Dr. Stephan Wald­heim and Asso­cia­tes Heike Lesch and Marcio Da Silva Lima (both EU & Compe­ti­tion, Düssel­dorf), Coun­sel Lea Mackert, LL.M. and Asso­ciate Dr. Natal­lia Karni­ye­vich (both Commer­cial, Düssel­dorf) and Asso­ciate Julia Präger (Trade­mark Law, Düsseldorf).

The team worked closely with other Bird & Bird colle­agues from Spain, Poland, France, the Nether­lands and the UK as well as the Fuji­film in-house team led by Oboama Addy, Dr. Robert Ferschen, MBA, Sato­shi Tani­gawa, Dr. Robert Fischer (all FUJIFILM Europe GmbH) and Tsutomu Tokuda (FUJIFILM Corporation).

About Bird & Bird 
Bird & Bird is an inter­na­tio­nal law firm that advi­ses in parti­cu­lar compa­nies and insti­tu­ti­ons that are shaping and being chan­ged by new tech­no­lo­gies and digi­ta­liza­tion. 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 1,300 lawy­ers in 29 offices in Europe, the Middle East, Asia Paci­fic and North America, and main­tain close rela­ti­onships with law firms in other parts of the world. To learn more about us, visit www.twobirds.com.

Frankfurt/Göttelborn/Lindenberg — Nano­gate SE is expan­ding its engi­nee­ring exper­tise through a stra­te­gic part­ner­ship with the ERBIWA Group and plans to acquire a stake in ERBIWA. This was announ­ced by the tech­no­logy company for design-orien­ted, multi­func­tional compon­ents and surfaces.

Nano­gate SE is thus streng­thening its engi­nee­ring exper­tise and expan­ding its port­fo­lio through a stra­te­gic coope­ra­tion with ERBIWA. The company specia­li­zes in the deve­lo­p­ment of complex plas­tic compon­ents and sophisti­ca­ted manu­fac­tu­ring proces­ses. With this stra­te­gic part­ner­ship, Nano­gate is expan­ding its tech­no­logy port­fo­lio to include addi­tio­nal appli­ca­ti­ons, such as the inte­gra­tion of stain­less steel, carbon fibers or natu­ral mate­ri­als into plas­tics. As part of the stra­te­gic coope­ra­tion, Nano­gate plans to initi­ally acquire 50 % of the shares in ERBIWA Group.

The ERBIWA Group, based in Linden­berg, Germany, was foun­ded in 2005. Custo­mers include well-known addres­ses from the mobi­lity segment and other indus­tries. In addi­tion to the engi­nee­ring of compon­ents, ERBIWA also covers the deve­lo­p­ment, design and procu­re­ment of important produc­tion equip­ment and tools and under­ta­kes the produc­tion of proto­ty­pes, small series and special series parts. In addi­tion to its head­quar­ters, the company also has a site in China, which focu­ses prima­rily on the cons­truc­tion of high-quality produc­tion equip­ment. The company gene­ra­ted sales of more than EUR 15 million in 2018 and gene­ra­ted an attrac­tive return on investment.

Nano­gate and ERBIWA began their opera­tio­nal colla­bo­ra­tion back in 2017. Against this back­drop, Nano­gate now wants to acquire a 50 % stake in a first step, which will subse­quently be further expan­ded. The closing is still subject to the successful imple­men­ta­tion of various frame­work condi­ti­ons. As part of the tran­sac­tion, the previous owner of ERBIWA would like to acquire shares in Nano­gate in addi­tion to a cash compo­nent. If neces­sary, a capi­tal increase in kind will be carried out for this purpose, which would be in the lower single-digit percen­tage range of the current capi­tal stock. ERBIWA is initi­ally to be included at equity in the conso­li­da­ted finan­cial state­ments of Nano­gate SE. Further details of the agree­ment were not disclosed.

Advi­sors to ERBIWA Group and its share­hol­der Ernst Wagner: Fried­rich Graf von West­pha­len & Part­ner, Freiburg
Dr. Hendrik Thies, Part­ner, Photo (Lead Corpo­rate, M&A)
Dr. Stefan Lammel, Part­ner (Corpo­rate Finance, M&A)
Dr. Morton Douglas, Part­ner (IP)
Dr. Till Bött­cher, Senior Asso­ciate (Real Estate)
Stepha­nie von Riegen, Senior Asso­ciate (Corpo­rate, M&A)

Advi­sors to Nano­gate SE: CMS Hasche Sigle Part­ner­schaft von Rechts­an­wäl­ten und Steu­er­be­ra­tern mbB, Frankfurt
Katja Pohl, Part­ner (Lead Part­ner Corpo­rate, M&A)
Johanna Hofmann, Part­ner (Real Estate)
Dr. Elena Chertkova, Senior Asso­ciate (Corpo­rate, M&A)
Sandra Scheib, Senior Asso­ciate (Real Estate)

Nano­gate SE also recei­ved tax advice from Ernst & Young GmbH Wirt­schafts­prü­fungs­ge­sell­schaft (EY).
The share­hol­der was also advi­sed on M&A tran­sac­tions by MNI Part­ners (lead: Domi­nik Lutz).
In addi­tion, ERBIWA and its share­hol­ders were advi­sed by the tax advi­sors and audi­tors of HÄNLE & PARTNER, based in Tett­nang (lead: Daniel Hein­zel­mann, Partner).

About Fried­rich Graf von West­pha­len & Partner
Fried­rich Graf von West­pha­len & Part­ner is one of the leading inde­pen­dent German commer­cial law firms. The firm’s appro­xi­m­ately 85 lawy­ers, inclu­ding 31 part­ners, advise compa­nies world­wide from offices in Colo­gne, Frei­burg, Frank­furt am Main, Alicante and Brussels, as well as from coope­ra­tion offices in Shang­hai, São Paulo and Istan­bul. In total, the firm has around 200 employees. For more infor­ma­tion, visit www.fgvw.de.

Munich / Frank­furt — Alli­anz Group, through its digi­tal invest­ment unit Alli­anz X, acqui­res all shares in Finan­zen Group, the opera­tor of the leading Euro­pean online market­place for high-value custo­mer cont­acts (leads) in the area of insu­rance and finan­cial products. The seller is the US invest­ment company Eli Global. As part of this sale process, which is one of the largest FinTech and Insur­Tech tran­sac­tions in Germany to date, the invest­ment bank GCA Altium acted as exclu­sive tran­sac­tion advi­sor to the Finan­zen Group shareholders.

The Finan­zen Group, head­quar­te­red in Berlin, has been support­ing insu­rance experts and finan­cial advi­sors across Europe in digi­tal acqui­si­tion since 2004 — in 2018 alone, more than 1.2 million new custo­mer cont­acts (leads) were traded on the Finan­zen Group plat­form. The unique market­place acts as a bridge between pros­pec­tive custo­mers sear­ching online and insu­rance and finan­cial advi­sors opera­ting offline, thus respon­ding to the growing ROPO (“Rese­arch Online, Purchase Offline”) trend for more complex insu­rance and finan­cial products. The company uses a tech­no­logy plat­form deve­lo­ped in-house to bring toge­ther lead gene­ra­tors (inclu­ding its own portal finanzen.de) and buyers in real time. Finan­zen Group also acts as an online broker for certain insu­rance products in Germany and Switzerland.

Upon comple­tion of the tran­sac­tion, which is still subject to custo­mary market appr­oval proce­du­res, Finan­zen Group is to become an inde­pen­dent subsi­diary of Alli­anz Group. The aim is to improve Allianz’s access to poten­tial custo­mers, support the success of agents and streng­then the distri­bu­tion network. With the Finan­zen Group, synergy poten­ti­als are to be tapped and its core busi­ness further expanded.

“Through its tech­no­logy-driven and scalable busi­ness model, Finan­zen Group can further bene­fit from the ongo­ing digi­ta­liza­tion of the insu­rance and finance indus­try,” says Tobias Schult­heiss, Mana­ging Direc­tor at GCA Altium in Frank­furt. “The company is an excel­lent fit with Allianz’s digi­tal stra­tegy. We are convin­ced that Finan­zen Group can conti­nue to grow and fully realize its poten­tial under the Alli­anz umbrella.” In the tran­sac­tion, GCA Altium was able to draw on its parti­cu­larly exten­sive exper­tise in FinTech and InsurTech.

About GCA Altium
GCA Altium is the Euro­pean divi­sion of GCA. The global invest­ment bank provi­des inde­pen­dent corpo­rate finance advice in the fields of M&A, capi­tal markets and debt advi­sory. With more than 300 experts in 21 loca­ti­ons, GCA is present in the most important markets in America, Europe and Asia and supports a wide range of clients — inclu­ding large corpo­ra­ti­ons and groups, finan­cial inves­tors as well as growth compa­nies. www.gcaaltium.com

ARQIS advi­sed Allo­heim Senio­ren-Resi­den­zen SE on the acqui­si­tion of the Pro Talis Group from Meppen, which is active in inpa­ti­ent care, outpa­ti­ent care, day care and assis­ted living. The acqui­si­tion is subject to the appr­oval of the rele­vant anti­trust autho­ri­ties. The parties have agreed not to disc­lose the purchase price.

The Pro Talis Group opera­tes 14 senior centers with over 1,100 nursing beds, an outpa­ti­ent service, two day care centers and two assis­ted living faci­li­ties with a total of 54 apart­ments. Since Egbert Möller foun­ded the family busi­ness in 2003, the company has steadily expan­ded its regio­nal presence and is now active in three German states.

Follo­wing comple­tion of the tran­sac­tion, which is expec­ted before the end of the summer, Allo­heim will combine around 23,000 nursing beds and apart­ments for assis­ted living under its umbrella, thus streng­thening its presence in North Rhine-West­pha­lia, Lower Saxony and Schles­wig-Holstein. The faci­li­ties and care services of the Pro Talis brand will conti­nue to operate under the old name.

Rainer Hohmann, Mana­ging Direc­tor of Allo­heim, says: “With the Pro Talis faci­li­ties, the Allo­heim Group is gaining attrac­tive growth in modern, beau­tiful and high-quality equip­ped homes in attrac­tive loca­ti­ons. We now want to work with the Pro Talis staff to expand our offe­rings and realize further projects. We look forward to working together.”

ARQIS has alre­ady been invol­ved in nume­rous add-on acqui­si­ti­ons of the Allo­heim Group since 2010, most recently in the acqui­si­tion of the CMS group of compa­nies at the end of 2018. The firm also regu­larly advi­ses Allo­heim on real estate law.

Advi­sor to Allo­heim: ARQIS Rechts­an­wälte (Düsseldorf/Munich)
Dr. Jörn-Chris­tian Schulze, Photo (Lead Part­ner; Corporate/M&A), Dr. Chris­tof Schnei­der (Finan­cing), Dr. Ulrich Lien­hard (Real Estate), Johan­nes Landry (Commer­cial); Coun­sel: Saskia Kirsch­baum (Labor Law) Dr. Phil­ipp Maier (IP); Asso­cia­tes: Thomas Chwa­lek (Head of Due Dili­gence), Malte Grie­pen­burg (Health Care), Jenni­fer Huschauer (Real Estate), Sina Janke (IP/Compliance), Martin Wein­gärt­ner (Labor Law), Elisa­beth Falte­rer (Finan­cing), Dr. Liliia Sagun, Carina Grahs (both Legal Support Specialists)

Lands­hu­t­/­Plan­egg-Martins­ried/ New York, April 17, 2019 — The Martins­ried-based biophar­maceu­ti­cal company Immu­nic Thera­peu­tics (“Immu­nic”) has successfully made the leap to the NASDAQ tech­no­logy exch­ange in a so-called reverse take­over. This is the first time that a port­fo­lio company of Wachs­tums­fonds Bayern, mana­ged by Bayern Kapi­tal , has succee­ded in going public. Toge­ther with a consor­tium of inves­tors, Wachs­tums­fonds Bayern inves­ted in the company in 2016 as part of a Series A round, thus laying the finan­cial foun­da­tion for the company’s posi­tive deve­lo­p­ment. The stock market listing is now expec­ted to provide Immu­nic with finan­cing secu­rity for its further deve­lo­p­ment acti­vi­ties and thus unleash further growth momen­tum. Simul­ta­neously with the closing of the tran­sac­tion, Bayern Kapi­tal and six other inves­tors have again inves­ted a total of 26.7 million euros (around 30 million US dollars) in the former Bava­rian start-up.

Immu­nic is a biotech company foun­ded in 2016. The company’s deve­lo­p­ment pipe­line today includes selec­tive, orally available immu­no­logy thera­pies for the treat­ment of chro­nic inflamm­a­tory and auto­im­mune dise­a­ses such as ulce­ra­tive coli­tis, Crohn’s dise­ase, relapsing-remit­ting multi­ple scle­ro­sis and psoria­sis. As part of a share exch­ange (so-called reverse take­over) with the alre­ady listed company Vital Thera­pies Inc. Immu­nic has successfully made the step to the NASDAQ. The company’s common stock, with the new common name of Immu­nic Inc. have been traded on NASDAQ since April 15, 2019. The main objec­tive of the newly formed company is to conti­nue the deve­lo­p­ment of drugs for chro­nic inflamm­a­tory and auto­im­mune dise­a­ses until they are ready for the market.

Dr. Daniel Vitt, CEO of Immu­nic AG, says: “Inves­tors such as Bayern Kapi­tal with the Bava­rian Growth Fund have given us the oppor­tu­nity to form, deve­lop and grow as an inde­pen­dent company. The fact that we can now take advan­tage of the oppor­tu­ni­ties offe­red by the capi­tal market to enter the next phase of our corpo­rate deve­lo­p­ment also has to do with the fact that we have been able to count on the contin­ued trust of our inves­tors from the very beginning.”

Bavaria’s Minis­ter of Econo­mic Affairs, Hubert Aiwan­ger, on Immunic’s stock market listing: “We have endo­wed the Bava­rian Growth Fund with 100 million euros. The exam­ple of Immu­nic shows that this money is well inves­ted. The market is open to inno­va­tive and well-mana­ged start-ups — even IPOs are possi­ble in a very short time.”

About Immu­nic, Inc.
Immu­nic, Inc. (Nasdaq: IMUX) is a clini­cal-stage biophar­maceu­ti­cal company with a pipe­line of selec­tive, orally available immu­no­logy thera­pies for the treat­ment of chro­nic inflamm­a­tory and auto­im­mune dise­a­ses, inclu­ding ulce­ra­tive coli­tis, Crohn’s dise­ase, relapsing-remit­ting multi­ple scle­ro­sis and psoria­sis. The company is deve­lo­ping three small mole­cule products: IMU-838 is a selec­tive immu­no­mo­du­la­tor that inhi­bits intracel­lu­lar meta­bo­lism of acti­va­ted immune cells by blocking the enzyme DHODH; IMU-935 is an inverse agonist of RORγt; and IMU-856 targets resto­ra­tion of intesti­nal barrier func­tion. Immunic’s most advan­ced deve­lo­p­ment program, IMU-838, is in Phase 2 clini­cal trials for the treat­ment of ulce­ra­tive coli­tis and relapsing-remit­ting multi­ple scle­ro­sis. Another Phase 2 trial in Crohn’s dise­ase is plan­ned for 2019. An inves­ti­ga­tor-initia­ted, proof-of-concept clini­cal trial of IMU-838 in primary scle­ro­sing cholang­i­tis is also plan­ned at Mayo Clinic. For more infor­ma­tion: www.immunic-therapeutics.com.

About Bayern Kapital
Bayern Kapi­tal GmbH, based in Lands­hut, was foun­ded in 1995 as a wholly owned subsi­diary of LfA Förder­bank Bayern on the initia­tive of the Bava­rian state govern­ment. As the venture capi­tal company of the Free State of Bava­ria, Bayern Kapi­tal provi­des equity capi­tal to the foun­ders of inno­va­tive high-tech compa­nies and young, inno­va­tive tech­no­logy compa­nies in Bava­ria. Bayern Kapi­tal curr­ently mana­ges eleven invest­ment funds with an invest­ment volume of around 325 million euros. To date, Bayern Kapi­tal has inves­ted around 290 million euros of venture capi­tal in 265 inno­va­tive tech­no­logy-orien­ted compa­nies from a wide range of sectors, inclu­ding life scien­ces, soft­ware & IT, mate­ri­als & new mate­ri­als, nano­tech­no­logy and envi­ron­men­tal tech­no­logy. As a result, more than 5,000 jobs have been perma­nently crea­ted in Bava­ria in sustainable compa­nies. www.bayernkapital.de

Munich, London, Paris — Prefere Resins, one of Europe’s leading phen­o­lic and amino resin produ­cers head­quar­te­red in Erkner, Bran­den­burg, near Berlin, is taking an important step in expan­ding its global market posi­tion: The port­fo­lio company from the second fund of the Euro­pean invest­ment company Silver­fleet Capi­tal has ente­red into an agree­ment with the British INEOS Enter­pri­ses signed a purchase agree­ment for the Mela­mi­nes and Para­form busi­nesses. The tran­sac­tion is still subject to regu­la­tory appr­oval; closing is expec­ted later this year. The parties have agreed not to disc­lose the purchase price.

Prefere Resins specia­li­zes in the deve­lo­p­ment, manu­fac­ture and distri­bu­tion of phen­o­lic and amino resins used as a base for compo­site mate­ri­als in the cons­truc­tion, insu­la­tion and indus­trial sectors. The company has produc­tion faci­li­ties in Germany, Finland, the UK, France, Poland and Roma­nia, three rese­arch and deve­lo­p­ment sites (Germany, Austria and Finland) and four regio­nal sales offices (Germany, the UK, Finland and Austria). The company employs more than 320 people and its annual produc­tion volume is about 350,000 tons.

With the acqui­si­tion of the INEOS Mela­mi­nes & Para­form busi­ness units, Prefere Resins expands its global reach with addi­tio­nal produc­tion faci­li­ties in the US and Germany, as well as a contract manu­fac­tu­ring faci­lity in Indo­ne­sia. INEOS Para­form is conside­red the second-largest supplier of the basic chemi­cal para­form­alde­hyde in Europe. Around 120 employees work at the Mainz site, where form­alde­hyde and form­alde­hyde deri­va­ti­ves have been produ­ced for more than 100 years. At INEOS Mela­mi­nes, one of the world’s leading suppli­ers of mela­mine resins with around 150 employees, indus­trial custo­mers in the coatings, paper, texti­les, tires, rubber and deco­ra­tive lami­na­tes sectors are served from Frank­furt, Spring­field (USA) and via contract manu­fac­tu­ring in Sura­baya (Indo­ne­sia).

“The acqui­si­tion of the two busi­ness units of INEOS Enter­pri­ses, which are excel­lently posi­tio­ned in the market, marks a mile­stone in our growth stra­tegy for Prefere Resins. With the addi­tio­nal exper­tise in the mela­mine resins, form­alde­hyde and form­alde­hyde deri­va­ti­ves segments, we are getting closer to our goal of posi­tio­ning oursel­ves as a global resins produ­cer,” says Arno Knebel­kamp, CEO of Prefere Resins Holding GmbH. Jenni­fer Regehr, who was respon­si­ble for the tran­sac­tion in Silver­fleet Capital’s Munich office, adds: “Our invest­ments aim to help market leaders in niches to achieve new growth. We are plea­sed that Prefere Resins has alre­ady succee­ded in this within one year of our invest­ment and that the next deve­lo­p­ment step could be initiated.”

At Silver­fleet Capi­tal, Guntram Kieferle from the Munich office is invol­ved in the tran­sac­tion in addi­tion to Jenni­fer Regehr.

About Prefere Resins
Prefere Resins is one of the leading phen­o­lic and amino resin manu­fac­tu­r­ers in Europe. Seven produc­tion sites in six Euro­pean count­ries are control­led from the company’s head­quar­ters in Erkner near Berlin. Thanks to their safety-rele­vant proper­ties combi­ned with an attrac­tive price-perfor­mance ratio, phen­o­lic resins are among the most widely used ther­mo­sets and can be used in a wide variety of areas, which include cons­truc­tion, insu­la­tion (insu­la­ting mate­ri­als) and indus­try (auto­mo­tive and mecha­ni­cal engi­nee­ring). With more than 320 employees, the company produ­ces around 350,000 metric tons of phen­o­lic and amino resins and suita­ble addi­ti­ves each year, gene­ra­ting annual sales of around 250 million euros. www.prefereresins.com

About Silver­fleet Capital
Silver­fleet Capi­tal has been active as a private equity inves­tor in the Euro­pean mid-market for more than 30 years. The 30-strong invest­ment team works from Munich, London, Paris, Stock­holm and Amsterdam.

Eight invest­ments have alre­ady been made from the second inde­pen­dent fund closed in 2015 with a volume of 870 million euros: The Masai Clot­hing Company, a women’s fashion whole­sa­ler and retailer head­quar­te­red in Denmark; Coven­tya, a French deve­lo­per of specialty chemi­cals; Sigma Compon­ents, a U.K. manu­fac­tu­rer of precis­ion compon­ents for civil avia­tion; Life­time Trai­ning, a U.K. provi­der of trai­ning programs; Pumpen­fa­brik Wangen, a manu­fac­tu­rer of specialty pumps based in Germany; Riviera Travel, a British opera­tor of escor­ted group tours and crui­ses; 7days, a German supplier of medi­cal work­wear; and Prefere Resins, a leading phen­o­lic and amino resin manu­fac­tu­rer in Europe.

Silver­fleet achie­ves value growth by inves­t­ing in compa­nies in its core sectors that bene­fit from speci­fic, long-term trends. Silver­fleet supports these compa­nies in their future growth stra­te­gies. As part of these stra­te­gies, invest­ments are made in orga­nic growth drivers, inter­na­tio­na­liza­tion, stra­te­gic acqui­si­ti­ons or opera­tio­nal impro­ve­ment proces­ses. Since 2004, Silver­fleet Capi­tal has inves­ted €1.9 billion in 28 companies.

Tokyo/ Munich — Japa­nese tele­com­mu­ni­ca­ti­ons group Soft­bank plans to acquire a stake in Wire­card and invest around 900 million euros in the payment services provider.

For this purpose, Wire­card is to issue a conver­ti­ble bond that can be conver­ted into a total of 6,923,076 Wire­card shares (curr­ently corre­spon­ding to approx. 5.6% of the share capi­tal) at a conver­sion price of EUR 130 per Wire­card share after a period of 5 years. The Annual Gene­ral Meeting of Wire­card AG on June 18, 2019 is expec­ted to decide on the issue of this conver­ti­ble bond to Soft­bank exclu­ding the subscrip­tion rights of current share­hol­ders. This would make Soft­bank the Bava­rian company ’s fourth-largest inves­tor after MB Betei­li­gungs­ge­sell­schaft — the invest­ment vehicle of Wire­card CEO Markus Braun — the invest­ment bank Gold­man Sachs and the asset mana­ger Black­rock.

Advi­sors to Wire­card: Noerr LLP and Gibson, Dunn & Crutcher 

Advi­sors to Soft­bank: Sulli­van & Cromwell

Munich — The Munich office of the inter­na­tio­nal law firm Weil, Gotshal & Manges LLP has advi­sed MS Indus­trie AG on the sale of the produc­tion of valve train systems for the Daim­ler world engine at the US site in Webber­ville, Michi­gan. As part of the tran­sac­tion, MS Power­train Tech­no­lo­gie GmbH, Tros­sin­gen, a subsi­diary of MS Indus­trie AG, acqui­red 100% of the shares in MS Indus­tries Inc. and its rele­vant subsi­dia­ries to the Italian Gnutti Carlo Group, a global indus­trial group specia­li­zing in power­train compon­ents and alumi­num die casting.

MS Indus­trie AG, head­quar­te­red in Munich, is the listed parent company of a focu­sed indus­trial group for drive tech­no­logy and ultra­so­nic technology.

Advi­sors to MS Indus­trie AG:Weil, Gotshal & Manges LLP
The Weil tran­sac­tion team was led by Munich-based Part­ner Dr. Barbara Jagers­ber­ger, Photo (Corpo­rate) and was supported by Munich part­ner Tobias Geer­ling (Tax) and part­ners Matthew Goul­ding (Corpo­rate, Boston) and Mark Schwed (Tax, New York) as well as asso­cia­tes Manuel-Peter Fringer, Alex­an­der Pfef­fer­ler, Ramona Fren­zel, Caro­lin Ober­maier (all Corpo­rate, Munich), Michael Messina (Corpo­rate, Boston) and Lorraine Shub (Tax, New York).

Duesseldorf/Munich — ARQIS has awarded Sankyo Tatey­ama, Inc. on the acqui­si­tion of the alumi­num foundry busi­ness of Aluwerk Hett­stedt GmbH (AWH), a manu­fac­tu­rer of alumi­num castings and extru­ded products, and the entire busi­ness of RMG Metall­fach­han­del GmbH (RMG), a distri­bu­tor of semi-finis­hed metal products. The parties have agreed not to disc­lose the purchase price.

AWH is a manu­fac­tu­rer of cast alumi­num billet and extru­si­ons, specia­li­zing in medium and hard alloy casting. RMG acts as AWH’s exclu­sive distri­bu­tion unit and is an inte­gral part of the over­all transaction.

With the acqui­si­tion of AWH and RMG, Sankyo Tatey­ama will enable its subsi­diary, ST Extru­ded Products Group (STEP‑G), to streng­then its supply capa­bi­li­ties for the auto­mo­tive, aero­space and rail sectors.

Advi­sors to Sankyo Tatey­ama: ARQIS Rechts­an­wälte (Düsseldorf/Munich)
Eber­hard Hafer­malz, Foto (Lead), Dr. Shigeo Yama­guchi (both Corporate/M&A), Dr. Andrea Panzer-Heemeier, Dr. Tobias Brors (both Labor), Dr. Ulrich Lien­hard (Real Estate), Marcus Noth­hel­fer (IP & Commer­cial). Ulrich Lien­hard (Real Estate), Marcus Noth­hel­fer (IP & Commer­cial); Coun­sel: Patrick Schöld­gen (Corporate/M&A), Dr. Phil­ipp Maier (IP & Commer­cial); Asso­cia­tes: Dr. Hendrik von Mellen­thin, Martin Wein­gärt­ner (both Labor Law), Jenni­fer Huschauer (Real Estate)

Held Jagut­tis (Colo­gne): Dr. Malte Jagut­tis, Dr. Simeon Held (both regu­la­tory and envi­ron­men­tal law)
RCAA (Frank­furt): Evelyn Niit­vaeli (Anti­trust)

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, intellec­tual property, liti­ga­tion as well as real estate law and tax law. For more infor­ma­tion, visit www.arqis.com.

Gelsenkirchen/Hamburg — Barely two months after joining Reha­con, Water­land Private Equity accom­pa­nies the first acqui­si­tion as part of a long-term buy & build stra­tegy: Thera­pie­zen­trum Anita Brüche, one of the largest provi­ders of physio­the­rapy services, occu­pa­tio­nal therapy and speech therapy in Hamburg, will in future be part of the Reha­con Group. The seller is foun­der and name­sake Anita Brüche. The Water­land port­fo­lio company Reha­con is thus conti­nuing its expan­sion course with the support of the inves­tor. The tran­sac­tion, the details of which have been agreed not to be disc­lo­sed, is expec­ted to be comple­ted by the end of May.

The Anita Brüche Therapy Center, which was advi­sed on the tran­sac­tion by Dr. Urba­nek Corpo­rate Finance, treats over 10,000 pati­ents annu­ally with its more than 50 employees. The acqui­si­tion streng­thens Rehacon’s regio­nal presence in Hamburg and expands its port­fo­lio of services, for exam­ple by adding home visits to pati­ents. Reha­con is expec­ted to grow in the future by incor­po­ra­ting addi­tio­nal therapy centers, ther­eby expan­ding its posi­tion in the highly frag­men­ted physi­cal therapy market.

Reha­con, one of the leading compa­nies for physio­the­rapy services in Germany, opera­tes more than 100 therapy centers nati­on­wide, making it one of the largest provi­ders in the Euro­pean market. With more than 600 employees, most of whom treat their pati­ents on site in the therapy centers, the Group most recently gene­ra­ted annual sales of around 36 million euros.

Anita Brüche, foun­der of the therapy center of the same name, says: “With the Reha­con Group, we have now also found the best part­ner for the conti­nua­tion of my company for the pati­ents and the employees. We will conti­nue to stand for the highest quality of treat­ment in physio­the­rapy, occu­pa­tio­nal therapy and speech therapy in Hamburg.”

Michael Reeder, foun­der and mana­ging direc­tor of Reha­con, is parti­cu­larly plea­sed about the addi­tio­nal attrac­ti­ve­ness of the entire group as an employer: “With the now strong presence in Hamburg and the trai­ning and further educa­tion academy estab­lished there, we can now offer our thera­pists another exci­ting location.”

Dr. Cars­ten Rahlfs, Mana­ging Part­ner at Water­land: “The Anita Brüche Therapy Center is a perfect fit for Reha­con and thus for our joint expan­sion stra­tegy: the high trai­ning stan­dard of the employees, digi­ti­zed proces­ses in the prac­tice and the asso­cia­ted very high employee satis­fac­tion are an ideal match for Rehacon.”

Water­land Private Equity has exten­sive expe­ri­ence in the health­care market. For exam­ple, the current port­fo­lio of compa­nies includes MEDIAN, the leading private provi­der in Germany with more than 120 reha­bi­li­ta­tion clinics, the ATOS clinic group, which specia­li­zes in ortho­pe­dics, and the care service provi­der Schö­nes Leben. Water­land also has a signi­fi­cant stake in Hanse­fit, a leading network asso­cia­tion for company sports and health services with more than 1,400 affi­lia­ted fitness studios.

About Water­land
Water­land is an inde­pen­dent private equity invest­ment firm that helps compa­nies realize their growth plans. With substan­tial finan­cial support and indus­try exper­tise, Water­land enables its port­fo­lio compa­nies to achieve acce­le­ra­ted growth both orga­ni­cally and through acqui­si­ti­ons. Water­land has offices in the Nether­lands (Bussum), Belgium (Antwerp), Germany (Hamburg, Munich), Poland (Warsaw), the UK (Manches­ter), Denmark (Copen­ha­gen) and Switz­er­land (Zurich). Curr­ently, six billion euros in equity funds are under management.

Water­land has consis­t­ently outper­for­med its invest­ments since its foun­ding in 1999 and has regu­larly ranked among the top three leading private equity firms world­wide in past HEC/Dow Jones Private Equity Perfor­mance Rankings.

Stuttgart/ Neu-Isen­burg - DATAGROUP has acqui­red all shares in UBL Infor­ma­ti­ons­sys­teme GmbH. The parties have agreed not to disc­lose the purchase price. DATAGROUP was advi­sed on the tran­sac­tion by a team led by Dr. Rainer Hersch­lein and Bene­dikt Raisch of Heuking Kühn Lüer Wojtek.

With the acqui­si­tion of the specia­list in hosting and manage­ment of contai­ne­ri­zed soft­ware solu­ti­ons, DATAGROUP streng­thens its presence in the Rhine-Main region and expands its compe­ten­cies. The two UBL mana­ging direc­tors Nils Wulf and Uwe Schnei­der will conti­nue to manage the company under the new Group umbrella.

DATAGROUP SE from Pliez­hau­sen is one of the leading German IT service compa­nies. Around 2,000 employees design, imple­ment and operate IT infra­struc­tures and busi­ness appli­ca­ti­ons such as SAP.

The multi-cloud and mana­ged service provi­der UBL, based in Neu-Isen­burg near Frankfurt/Main, deve­lops and opera­tes IT infra­struc­tures and plat­forms for larger medium-sized compa­nies. The company specia­li­zes in provi­ding indi­vi­dual services in the cloud. UBL also opera­tes two data centers with direct redun­dant connec­tion to the high-speed fiber optic network Rhein-Main.

Heuking Kühn Lüer Wojtek regu­larly advi­ses DATAGROUP SE on tran­sac­tions, most recently on the acqui­si­tion of almato GmbH.

Advi­sor to DATAGROUP SE: Heuking Kühn Lüer Wojtek
Dr. Rainer Hersch­lein, LL.M. (M&A, lead management),
Bene­dikt Raisch (M&A, lead),
Fabian G. Gaffron (Tax),
Dr. Anne de Boer, LL.M. (Capi­tal Markets Law),
Antje Münch, LL.M. (IP/IT),
Dr. Anto­nia Stein (Labor Law),
Corne­lia Schwiz­ler (Corpo­rate / M&A), all Stuttgart

DATAGROUP SE (Inhouse):
Moritz Schirmbeck

Düssel­dorf — ARQIS has provi­ded legal advice to the TRIGO Group, an inter­na­tio­nal provi­der of opera­tio­nal quality manage­ment solu­ti­ons for the manu­fac­tu­ring indus­try, on the expan­sion of its busi­ness acti­vi­ties in Germany. TRIGO has acqui­red the busi­ness opera­ti­ons of QSSL Indus­trie­ser­vice GmbH, which opera­tes in the field of quality assu­rance services for the auto­mo­tive indus­try, from its insol­vency admi­nis­tra­tor Ilkin Banan­yarli (PLUTA) as part of a trans­fer­ring reor­ga­niza­tion. Both parties agreed not to disc­lose the purchase price.

QSSL Industrieservice’s services include quality control of parts and compon­ents as well as other indus­trial services such as assem­bly and logi­stics services. The current TRIGO loca­ti­ons in Stutt­gart and Berlin will bene­fit from the acqui­si­tion, and the loca­ti­ons in Fell­bach and Mann­heim gained with the take­over will enable further, deeper market penetration.

TRIGO was foun­ded in 1997. The inter­na­tio­nally active company offers opera­tio­nal and stra­te­gic quality manage­ment solu­ti­ons for the manu­fac­tu­ring sector, espe­ci­ally for the auto­mo­tive and aero­space indus­tries. With a team of more than 10,000 employees working in more than 25 count­ries on four conti­nents, TRIGO offers a compre­hen­sive port­fo­lio of quality assu­rance services ranging from inspec­tion and test­ing to consul­ting and training.

ARQIS alre­ady advi­sed TRIGO Group in 2016 on its market entry into the German market in the context of the acqui­si­tion of “Böllin­ger Qualitätssicherungsgruppe”.

Advi­sors to TRIGO: ARQIS Rechts­an­wälte (Düssel­dorf)
Dr. Jörn-Chris­tian Schulze, Foto (M&A), Johan­nes Landry (Insol­vency Law, M&A) (both lead), Dr. Tobias Brors (Labor Law), Dr. Ulrich Lien­hard (Real Estate Law); of Coun­sel: Dr. Thomas Görge­manns (M&A); Asso­cia­tes: Thomas Chwa­lek (M&A), Jenni­fer Huschauer (Labor Law), Bere­nike Gott­wald (Tran­sac­tion Support Specia­list, Labor Law)

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, intellec­tual property, liti­ga­tion as well as real estate law and tax law. For more infor­ma­tion, visit www.arqis.com.

Paris/Munich (ener­gate) — The power-to-gas plant manu­fac­tu­rer Elec­tro­chaea has raised further growth capi­tal via a finan­cing round. The gas storage opera­tor Storengy has joined as a new inves­tor. Accor­ding to Storengy, the move is inten­ded to posi­tion the company in a growth market. The compa­nies did not disc­lose the amount of the invest­ment. Eletrochaea’s exis­ting inves­tors, inclu­ding the deve­lo­p­ment bank KFW and venture capi­ta­lists Munich Venture and B‑to‑V Part­ners, Caliza and Focus First also parti­ci­pa­ted in this finan­cing round. In paral­lel, Storengy and Elec­tro­chaea announ­ced their inten­tion to jointly imple­ment commer­cial projects in Europe and North America based on the deve­lo­ped power-to-gas tech­no­logy. They did not give details.

Advi­sor Elec­tro­chaea: GÖRG Part­ner­ship of attor­neys mbB
GÖRG Part­ner­schaft von Rechts­an­wäl­ten mbB, under the lead of Dr. Chris­tian Glauer, advi­sed Elec­tro­chaea GmbH on another finan­cing round.
Dr. Chris­tian Glauer, Asso­ciate Part­ner, M&A/Corporate Law, Munich
Dr. Bernt Paudtke, Part­ner, M&A/Corporate Law, Munich
Dr. Chris­tian Bürger, Part­ner, Anti­trust Law, Cologne
Tobias Reichen­ber­ger, Asso­ciate, M&A/Corporate Law, Munich

Consul­tant STORENGY
Baker & McKen­zie Part­ner­ship of Lawy­ers and Tax Consul­tants mbB
Holger Engel­kamp B.Sc. LL.M., M&A/Corporate, Berlin

About Elec­tro­chaea
Based on bioca­ta­ly­sis, Elec­tro­chaea offers an inter­na­tio­nally paten­ted key power-to-gas tech­no­logy (photo). It recy­cles CO2 cost-effec­tively while produ­cing storable and versa­tile rene­wa­ble natu­ral gas from rene­wa­ble elec­tri­cal energy. The first large-scale plant is successfully in opera­tion in Denmark. By 2025, plants with a capa­city of more than one giga­watt are to be built.

With its unique biore­ac­tor, Electrochaea’s tech­no­logy offers a solu­tion for energy storage, carbon dioxide (CO2) reco­very and rene­wa­ble fuel produc­tion in the form of synthe­tic methane. The unique feature of Elec­tro­chaea tech­no­logy is its proprie­tary reac­tor and paten­ted cata­lyst, which consists of an excep­tio­nally effi­ci­ent and robust strain of Archaea* that converts green elec­tri­city into methane along with CO2 and hydro­gen. The func­tion­a­lity was tested and further deve­lo­ped in the world’s first and largest biome­tha­na­tion plant near Copen­ha­gen, Denmark. The bene­fits of biolo­gi­cal metha­na­tion are impres­sive; it enables long-term energy storage, decar­bo­niza­tion of the gas grid and gas use (inclu­ding indus­try and mobi­lity), and enables inde­pen­dence from fossil fuels.

About STORENGY
Storengy, a wholly owned subsi­diary of ENGIE, is a leading global provi­der of natu­ral gas under­ground storage. Thanks to its 60 years of expe­ri­ence, Storengy designs, deve­lops and opera­tes gas storage faci­li­ties and offers its custo­mers inno­va­tive products deve­lo­ped on the basis of long expe­ri­ence and relia­ble tech­no­logy. The company opera­tes natu­ral gas storage faci­li­ties with a volume of 12.2 billion cubic meters. Buil­ding on its globally reco­gni­zed exper­tise and opera­tor and dealer expe­ri­ence in storage capa­city in Germany, the UK and France, Storengy is posi­tio­ning itself as a market leader, parti­cu­larly in the areas of geother­mal energy deve­lo­p­ment (heating, cooling and power gene­ra­tion) and inno­va­tive energy supply. Solu­ti­ons for the produc­tion and storage of envi­ron­men­tally friendly rene­wa­ble ener­gies (biome­thane, hydro­gen, power-to-gas, synthe­tic methane, .…). Storengy makes its know-how available to its custo­mers around the world.

Wupper­tal / Vire / Paris — Rödl & Part­ner advi­sed the Vorwerk Group on its 30 percent share­hol­ding in Guy Degrenne SA (“DEGRENNE”) through a capi­tal increase of 15 million euros at a subscrip­tion price of 0.23 euros per share.

Follo­wing the capi­tal increase, the main share­hol­der Diver­sita and Vorwerk plan a joint squeeze-out of all shares held by mino­rity share­hol­ders. The effec­tive execu­tion of the squeeze-out is still subject to appr­oval by the French finan­cial market autho­rity AMF.

Follo­wing further steps agreed in a frame­work agree­ment signed in Janu­ary, Vorwerk will even­tually hold a 30% stake in DEGRENNE. Vorwerk’s invest­ment will enable DEGRENNE to acce­le­rate its reco­very and, in parti­cu­lar, to invest in the moder­niza­tion of its histo­ric produc­tion site in Vire, Normandy. About Vorwerk The Vorwerk Group is a family-owned company with world­wide acti­vi­ties in the produc­tion and sale of high-quality house­hold appli­ances. Vorwerk is known prima­rily for the multi­func­tional kitchen appli­ance Thermomix.

About DEGRENNE
DEGRENNE is a high-end manu­fac­tu­rer of luxury table­ware, inclu­ding cutlery, porce­lain dinn­erware and stain­less steel cook­ware, as well as high-end metal appli­ances for indus­trial custo­mers, inclu­ding Vorwerk.

Advi­sor Vorwerk: Rödl & Part­ner Paris
Legal, Tax, Finance Nicola Lohrey, Mana­ging Part­ner France (Legal Due Dili­gence, SPA Advice) Anne-Sophie Hebras, Attor­ney at Law (France), Asso­ciate Part­ner (Legal Due Dili­gence, SPA Advice, Closing Proce­du­res) Olivier Rous­sel, Gene­ral Direc­tor (Finan­cial Due Dili­gence, SPA Advice) Maxi­mi­lian Egger, CFA, Asso­ciate Part­ner (Finan­cial Due Dili­gence, SPA Advice, Closing State­ments) Maxi­mi­lian Lennertz, Asso­ciate (Finan­cial Due Diligence)

Heidel­berg — Heidel­ber­ger Druck­ma­schi­nen AG has successfully comple­ted a cash capi­tal increase from autho­ri­zed capi­tal exclu­ding the subscrip­tion rights of its share­hol­ders. In accordance with the agree­ments reached, the new shares were subscri­bed by the Chinese company Master­work Group Co. Ltd. As a result of the capi­tal increase, Master­work, as a stra­te­gic anchor inves­tor, acqui­red a stake of around 8.5 % in Heidel­ber­ger Druck­ma­schi­nen AG.

Advi­sors to Heidel­ber­ger Druck­ma­schi­nen AG: Henge­ler Mueller
Henge­ler Muel­ler advi­sed Heidel­ber­ger Druck­ma­schi­nen AG on the corpo­rate and anti­trust aspects of the tran­sac­tion and assis­ted in the nego­tia­ti­ons and prepa­ra­tion of the legal docu­men­ta­tion. The part­ners Dr. Cars­ten Schap­mann (Corporate/M&A), Dr. Andreas Aust­mann (Corporate/M&A), Dr. Chris­toph Stad­ler (Anti­trust) (all Düssel­dorf), Dr. Chang­feng Tu (Corporate/M&A, Shang­hai), the Coun­sel Dr. Chris­tian Stro­thotte (Corporate/M&A), Patrick Wilke­ning (IP/M&A) and asso­cia­tes Dr. Adrian Cavin and Tianyuan Zhuang (both Corporate/M&A) (all Düsseldorf).

Advi­sor Master­work Group: King & Wood Malle­sons (KWM)
KWM Germany: Dr. Chris­tian Cornett (Part­ner), Hui Zhao (Part­ner), Dr. Tilmann Becker(Coun­sel), Chris­tian Osterm­öl­ler (Coun­sel), Heling Zhang (PSL)
KWM China: Qing­Jun Jin (Part­ner), Jia Diyan (Part­ner), Du Ruoy­ing (Asso­ciate), Xiao­tong Zhao (Asso­ciate)

 

Frank­furt am Main -Allen & Overy LLP has advi­sed Hano­ver-based TUI Group, the world’s leading tourism group, on the sale of a majo­rity stake in French airline Corsair to German inves­tor INTRO Avia­tion. INTRO is acqui­ring 53 percent of Corsair in a first step. Under the agree­ment, TUI Group will initi­ally retain a mino­rity stake of 27 percent, while the Corsair employees’ trust fund will retain 20 percent of the shares. Finan­cial details of the contract were not disclosed.

The sale will remove seven long-haul aircraft from TUI’s fleet — three 747–400s and two A330-200s and two A330-300s.

Since the acqui­si­tion and inte­gra­tion of the former subsi­diary TUI Travel at the end of 2014, TUI AG has been successfully trans­for­med from a travel retailer into the leading inter­na­tio­nal inte­gra­ted tourism group with a focus on hotels, crui­ses and acti­vi­ties in vaca­tion desti­na­ti­ons. This stra­tegy resul­ted in nume­rous dispo­sals of non-core subsi­dia­ries. This expan­ded the scope for exten­sive invest­ments in hotels, ships and digi­tal plat­forms in order to streng­then TUI’s future business.

The initia­ted sale crea­tes new and sustainable perspec­ti­ves for Corsair and the employees of the French airline. The inves­tor is an inves­tor specia­li­zing in avia­tion and avia­tion invest­ments. Corsair’s busi­ness is part of the core busi­ness there.

The Allen & Overy team was led by part­ner Dr. Helge Schä­fer and coun­sel Dr. Jonas Witt­gens (Corporate/M&A, Hamburg) and part­ner Frédé­ric Moreau (Corporate/M&A, Paris); the team also included part­ners Dr. Heike Weber (Tax, Frank­furt) and Claire Toumieux (Labor, Paris). Heike Weber (Tax, Frank­furt) and Claire Toumieux (Labor, Paris) as well as asso­cia­tes Dr. Moritz Merke­nich (Corporate/M&A, Hamburg), Lucie Perrois (Labor), Lou-Andrea Bouet, Timo­thé Drezet and Carla Baeza (all Corporate/M&A, all Paris).

Inhouse legal support for the tran­sac­tion was provi­ded by Mr. Marcus Beger (TUI Group Legal/M&A).
Roth­schild (Frankfurt/Paris) was retai­ned as Finan­cial Advi­sor to TUI.

About Allen Overy
Allen & Overy is an inter­na­tio­nal law firm with appro­xi­m­ately 5,500 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 46 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.

 

Paris - Keen­sight Capi­tal, a leading private equity firm for pan-Euro­pean invest­ments in growth buyouts, has laun­ched its new equity fund Keen­sight V with capi­tal commit­ments of one billion euros with the first and final closing, successfully comple­ting the fund­rai­sing after only four months. The fund has thus reached the upper limit (“hard cap”) set out in the fund statu­tes and excee­ded the origi­nally plan­ned volume of 750 million euros.

The fund was signi­fi­cantly over­sub­scri­bed due to strong demand from exis­ting and new inves­tors from Europe, North America, the Middle East and Asia. The inves­tor base of the Keen­sight V fund is globally diver­si­fied and consists of appro­xi­m­ately 90% insti­tu­tio­nal inves­tors (asset mana­gers, pension funds, insu­rance compa­nies, banks and sove­reign wealth funds) and appro­xi­m­ately 10% execu­ti­ves of former port­fo­lio compa­nies and family offices.

The new Growth Buyout Fund is a consis­tent conti­nua­tion of Keen­sight Capital’s invest­ment stra­tegy, which has alre­ady been successfully imple­men­ted in the past. This is based on part­ner­ships with passio­nate entre­pre­neurs and invest­ments in profi­ta­ble, fast-growing compa­nies in Western Europe with sales between EUR 15 and 250 million.

Focus Germany
Germany is a key target market for the new fund due to its fast-growing IT sector and its signi­fi­cant health­care sector, which is one of the largest indus­tries in the coun­try with around seven million employees.

With the new fund, Keen­sight intends to make grea­ter use of its exten­sive expe­ri­ence in support­ing very fast-growing compa­nies in the inter­na­tio­na­liza­tion of their busi­ness models, its in-depth sector exper­tise and inter­na­tio­nal network in the IT/tech and health­care sectors, its successful coope­ra­tion with start-up entre­pre­neurs in a spirit of part­ner­ship, and its flexi­ble struc­tu­ring of invest­ments in this country.

Keensight’s team consists of 30 experts with eleven diffe­rent natio­na­li­ties, which conti­nues to focus on invest­ments in Western Europe in the range of 20 to 200 million euros. The indus­try focus is on infor­ma­tion tech­no­logy and health­care. The team alre­ady has many years of exper­tise in this area. In 2016, for exam­ple, Keen­sight acqui­red the bioma­te­ri­als divi­sion of aap Implan­tate AG in this coun­try. Keen­sight specia­li­zes in part­ne­ring with estab­lished compa­nies with high growth poten­tial and takes a flexi­ble approach that allows for both majo­rity and mino­rity investments.

Since its incep­tion 20 years ago, the team has inves­ted in 52 compa­nies and successfully comple­ted 37 exits, gene­ra­ting a total gross inter­nal rate of return (IRR) of 39% and an average gross multi­ple of 2.8. Keensight’s port­fo­lio compa­nies have achie­ved average annual reve­nue growth of 22% over the past five years and an average EBITDA margin of 26% in 2018.

Jean-Michel Beghin (photo), Mana­ging Part­ner at Keen­sight Capi­tal, said: “With this €1 billion fund, Keen­sight Capi­tal conso­li­da­tes its posi­tion as one of the leading growth finan­ciers in Europe. The capi­tal raised will support us in our contin­ued deve­lo­p­ment and allow us to streng­then both our team and our deal pipe­line. The capi­tal raise was a great success and demons­tra­tes the value our inves­tors see in our diffe­ren­tia­ted posi­tio­ning and the disci­pline of our team. We are plea­sed to have the support of our long-time inves­tors, on the one hand, and the addi­tion of new inves­tors to the fund, on the other.”

Park Hill served as Keensight’s place­ment agent.

About Keen­sight Capital
Keen­sight Capi­tal, one of the leading Euro­pean growth finan­ciers in the buyout sector, supports entre­pre­neurs in imple­men­ting their growth stra­te­gies. For 20 years, the Keen­sight team has used its know­ledge of corpo­rate finance and growth indus­tries to make long-term invest­ments in profi­ta­ble compa­nies with high growth poten­tial and reve­nues of between €15 million and €250 million.
Based on exper­tise in the Infor­ma­tion Technology/ Inter­net and Healthcare/ Well­ness sectors, Keen­sight iden­ti­fies the best invest­ment oppor­tu­ni­ties in Europe and works closely with manage­ment teams to deve­lop and imple­ment their stra­te­gic objec­ti­ves. www.keensightcapital.com

Frankfurt/Stockholm - Alan­tra, a global invest­ment banking and asset manage­ment firm focu­sed on the mid-market segment, has advi­sed Norwe­gian invest­ment compa­nies Nord Kapi­tal and Habu Holding on the sale of Dubai-based Nobu Group (Nobu) to Tubacex and Senaat Gene­ral Holding Corp. The tran­sac­tion is expec­ted to close in March 2019.

Nobu is a provi­der of precis­ion mecha­ni­cal appli­ca­ti­ons for the oil and gas indus­try and is central to the global value chain of major oilfield equip­ment suppli­ers and service compa­nies through the manu­fac­ture of precis­ion compon­ents and the main­ten­ance and repair of criti­cal oilfield equipment.

Nobu subsi­diary NTS has grown rapidly since its estab­lish­ment in the Jebel Ali Free Trade Zone (United Arab Emira­tes — UAE) in 2016 to become a leading provi­der of precis­ion compo­nent repair services whose services are used by the region’s largest oilfield service compa­nies. Through the estab­lish­ment of NTS Saudi in the King­dom of Saudi Arabia in 2012 and the merger with Promet in Norway in 2013, NTS has estab­lished itself as a key part­ner to Baker Hughes, Schlum­ber­ger, Halli­bur­ton, Weather­ford, Emer­son, Bene­stad and other leading oilfield equip­ment and service compa­nies. Nobu’s exper­tise in LWD/MWD (loggin­g/­me­a­su­ring-while-dril­ling) instru­ment main­ten­ance and in the manu­fac­ture of custom compon­ents from “exotic”, diffi­cult-to-machine mate­ri­als is criti­cal to its custo­mers’ ability to ensure the servicea­bi­lity of criti­cal tools for oilfield dril­ling in the Arabian Penin­sula and Norwe­gian Conti­nen­tal Shelf. With more than 200 employees, modern faci­li­ties and equip­ment, Nobu has a key compe­ti­tive advan­tage in these regions.

Frank Merkel (photo), part­ner at Alan­tra, based in Frankfurt’s Büro, said, “The Nobu Group sale unders­cores Alantra’s contin­ued commit­ment to the oil and gas sector and our ability to iden­tify poten­tial buyers globally and successfully execute multi­la­te­ral tran­sac­tions with multi­ple sellers and acqui­rers in diffe­rent juris­dic­tions and cultures. Advi­sing the two Nordic owners on the sale of a Middle East-based company with Scot­tish-Norwe­gian manage­ment to acqui­rers from Spain and the United Arab Emira­tes is also an excep­tio­nal case in our excee­din­gly inter­na­tio­nal busi­ness and thus a parti­cu­larly inte­res­t­ing mandate.”

Anders Høifødt, Part­ner at Nord Kapi­tal, added: “We are deligh­ted with this successful tran­sac­tion. Nobu’s new owners have a clear vision for the further deve­lo­p­ment of the company into a leading provi­der with an even broa­der range of machine-based services. The Alan­tra team provi­ded us with extre­mely valuable support in this highly complex cross-border transaction.”

Eimund Slet­ten, CEO of Habu Holding, high­ligh­ted, “We have a long track record of doing busi­ness in this region. New busi­ness ventures can be chal­len­ging in the Middle East, but our expe­ri­ence on the ground since 1992 has proven to be the main success factor in estab­li­shing NTS as a cost-effec­tive precis­ion machi­ning company in the UAE and Saudi Arabia. We were impres­sed with Tubacex and Senaat’s approach and plans in this tran­sac­tion and look forward to remai­ning asso­cia­ted with the company through a return invest­ment in the future.”

About Alan­tra
Alan­tra is a global invest­ment banking and asset manage­ment firm focu­sed on the mid-market segment with offices in Europe, the US, Asia and Latin America. With more than 350 experts, the Invest­ment Banking unit provi­des inde­pen­dent advice on M&A, corpo­rate finance, loan port­fo­lios and capi­tal market tran­sac­tions. The Asset Manage­ment unit mana­ges assets of around 4.5 billion euros in the asset clas­ses private equity, active funds, private debt, real estate and wealth manage­ment. For more infor­ma­tion, please visit: www.alantra.com.

Seville (Spain) — Jinko Power, a global rene­wa­ble energy company, Ardian Infra­struc­ture, one of the Euro­pean leaders of the Infra­struc­ture sector and White Summit Capi­tal AG, a Switz­er­land-based firm specia­li­zing in private infra­struc­ture, have reached an agree­ment to jointly cons­truct and operate “La Isla”, a 182.5 MW solar photo­vol­taic (PV) plant near Seville, Spain. The project was previously wholly owned and deve­lo­ped by Jinko Power Inter­na­tio­nal, a sister company of Jinko Solar, the solar panel manu­fac­tu­rer. The plant is curr­ently in deve­lo­p­ment and cons­truc­tion is expec­ted to be comple­ted during the second half of 2019.

Once in opera­tion, La Isla will be one of the first grid-pari­ty­/­zero-subs­idy projects in Europe and one of the largest solar PV plants in Spain. It will be able to gene­rate clean energy to cover the annual consump­tion of 100,000 households.
La Isla, repre­sen­ting a total invest­ment of €125 million, will create 350 direct jobs in the region during its cons­truc­tion phase.

Juan Ango­itia Grijalba, Mana­ging Direc­tor at Ardian Infra­struc­ture, said: “This invest­ment demons­tra­tes Ardian’s conti­nuing commit­ment to the deve­lo­p­ment of our rene­wa­ble energy port­fo­lio. With this acqui­si­tion, we are cemen­ting our presence in Spain, a coun­try with high poten­tial in the rene­wa­bles space. This builds on our sector exper­tise, with Ardian Infra­struc­ture now mana­ging circa 2GW of rene­wa­ble energy, through tech­no­lo­gies inclu­ding wind, solar, hydro and biomass.”

Amaia del Villar, Prin­ci­pal at White Summit Capi­tal, said: “We are deligh­ted to have successfully comple­ted this land­mark tran­sac­tion for White Summit Capi­tal. Toge­ther with our part­ners, we are proud to be spear­hea­ding the new rene­wa­ble energy paradigm.”

About Jinko Power
Jinko Power is a global rene­wa­ble energy company which deve­lops and opera­tes projects in Asia, Europe, Latam and the Middle East, and will be the indus­trial part­ner for La Isla.

About Ardian
Ardian is a world-leading private invest­ment house with assets of US$90bn mana­ged or advi­sed in Europe, the Ameri­cas and Asia. The company is majo­rity-owned by its employees. It keeps entre­pre­neur­ship at its heart and focu­ses on deli­ve­ring excel­lent invest­ment perfor­mance to its global inves­tor base.
Through its commit­ment to shared outco­mes for all stake­hol­ders, Ardian’s acti­vi­ties fuel indi­vi­dual, corpo­rate and econo­mic growth around the world.
Holding close its core values of excel­lence, loyalty and entre­pre­neur­ship, Ardian main­ta­ins a truly global network, with more than 550 employees working from fifteen offices across Europe (Frank­furt, Jersey, London, Luxem­bourg, Madrid, Milan, Paris and Zurich), the Ameri­cas (New York, San Fran­cisco and Sant­iago) and Asia (Beijing, Singa­pore, Tokyo and Seoul). It mana­ges funds on behalf of around 800 clients through five pillars of invest­ment exper­tise: Fund of Funds, Direct Funds, Infra­struc­ture, Real Estate and Private Debt.

About White Summit Capi­tal AG
White Summit Capi­tal AG is a Switz­er­land based firm specia­li­zed in private infra­struc­ture. White Summit has part­ne­red with Ardian to support the invest­ment needs of La Isla and will act as asset mana­ger for the project.