Long-standing S&C client and one of the world’s largest family companies, Schaeffler, completed a three-step transformative transaction that includes a business combination with Vitesco Technologies, a developer and manufacturer of drive systems for sustainable mobility, to create a leading motion technology company. The deal stands as the first large two step merger of two public companies (public-to-merger, P2M) in Germany.
The first step of the innovative deal included a voluntary public cash tender offer for the acquisition of all shares in Vitesco. In November 2023, Vitesco agreed to constructively support the tender offer and the subsequent merger. The close of the tender offer in January 2024 allowed for the second step of the transaction—and a novelty in the German market—a U.S.-style merger.
In March 2024, the companies entered into an agreement on the merger of Vitesco into Schaeffler.
As the third and final step, the shareholders of Schaeffler agreed to convert Schaeffler’s preference shares into common shares with full voting rights at a ratio of 1:1, further improving their liquidity and attractiveness. On October 1, 2024, the merger was successfully registered in the relevant commercial register and the new voting common shares of Schaeffler were admitted to trading by the Frankfurt Stock Exchange/Deutsche Boerse so that trading of all “New Schaeffler” shares started on October 2, 2024.
The Frankfurt-based S&C team that advised Schaeffler on all M&A, corporate and capital market matters in this transaction includes Carsten Berrar, Konstantin Technau, Clemens Rechberger, Stephan Rauch, Michael Haase, Manon Grimm, Lea Detambel, Jan Lukas Werner and Homeyra Hosseini Ghahi. Daniel Kornack advised on listing and voting rights notification matters. Michael Rosenthal, Olivier de Vilmorin, Eric Queen, Bradley Smith, Arnaud Berdou, Clea McClellan, Peter Klormann, Marielena Doeding, Brieuc Apffel, Penelope Bergkamp, Katharina Leonhardt, Kolja Ortmann and Céline Icardi advised on antitrust and foreign direct investment matters.
S&C’s global Transportation Practice has a strong record of advising automotive companies in Germany and across Europe in both cross-border transactions and capital markets offerings, including over the past few years:
- Foxconn, the world’s largest electronics manufacturer, in its acquisition of 50% shares in ZF Chassis Modules GmbH from ZF Friedrichshafen AG and establishing a joint venture in the field of passenger vehicle chassis systems;
- Flix, a global travel tech company, in its agreement with global investment firm EQT, and Kühne Holding, the investment vehicle of German billionaire Klaus-Michael Kühne, for an investment that will support Flix’s goal of expanding its sustainable and affordable travel offerings;
- Porsche Automobil Holding (Porsche SE) on the €10.1 billion acquisition of 25% of the ordinary voting shares of Porsche AG from Volkswagen AG, done concurrently with the Porsche AG IPO; and
- AUTO1 on its €1.8 billion IPO and listing on the Frankfurt Stock Exchange