In one of the largest M&A deals in Europe this year, S&C advised our client Porsche Automobil Holding SE, which is controlled by the Piech and Porsche families, in its €10.1 billion investment in Porsche AG, the company that makes the iconic sports cars. Porsche SE is listed on the Frankfurt Stock Exchange, included in the German DAX40 and holds the majority of ordinary shares in Volkswagen Group, one of the world’s leading automobile manufacturers with brands such as Volkswagen, Audi, Porsche, Bentley and Lamborghini.
Under a share purchase agreement, Porsche SE acquired 25 percent plus one share of the ordinary shares in its eponymous marque from Volkswagen AG in connection with the IPO of Porsche AG. The agreement also includes detailed and tailored governance provisions for Porsche AG that balance the interests of Porsche SE and Volkswagen AG.
The deal was done in conjunction with Porsche AG’s €9.4 billion IPO, Germany’s second-largest IPO in history and Europe’s third-largest on record.
Porsche AG’s share capital consists of a total of 911 million shares, a play on the car maker’s most iconic model (the 911), of which 50 percent are preferred shares and 50 percent are ordinary shares. In the course of the IPO, 25 percent of the preferred shares were placed in the capital market.
The Frankfurt-based team that advised Porsche SE on the transaction, including in the negotiations with Volkswagen, was led by Carsten Berrar, managing partner of the Frankfurt office and co-head of S&C’s Capital Markets Group. It also included Konstantin Technau, Clemens Rechberger, Sophie Moeder, Lars Rueve, Stephan Rauch, Isabelle de Lange, Manon Grimm and Nico Evangelisti.
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