Carsten Berrar

Recent Equity Capital Markets (ECM) transactions:

From 2020 to 2023, Dr. Berrar has advised, inter alia:

• ABOUT YOU on its €842 million private placement and listing on the Frankfurt Stock Exchange
• Aroundtown and TLG IMMOBILIEN in connection with Aroundtown’s public delisting tender offer for all outstanding shares of TLG, offering €31.67 per share 
• AUTO1 Group on its €1.8 billion IPO and listing on the Frankfurt Stock Exchange 
• Pre-IPO shareholders on their €400 million secondary placement of AUTO1 shares 
• bike24 on its €322 million private placement and listing on the Frankfurt Stock Exchange 

• Brockhaus Capital Management on its €115 million IPO and listing on the Frankfurt Stock Exchange
• Delivery Hero on (i) its €1.25 billion ABO, (ii) its convertible bond offering by way of an ABO with an aggregate value of €1.5 billion and (iii) its ABO and convertible bond offering with an aggregate value of €2.3 billion
• European Healthcare Acquisition & Growth Company (SPAC) on its €200 million private placement and Euronext Amsterdam listing
• HelloFresh on its convertible bond offering with an aggregate principal amount of €175 million
• home24 on both the voluntary public takeover offer and the subsequent delisting offer by XXXLutz
• Instone on its €172.4 million rights offering
• Jumia Technologies on (i) its $348.6 million and (ii) $231.4 million “at the market” offerings
• Majorel on its €759 million private placement and listing on Euronext Amsterdam 
• Mister Spex on its €375 million IPO and listing on the Frankfurt Stock Exchange 
• PharmaSGP on it €127 million IPO and listing on the Frankfurt Stock Exchange
• Rocket Internet on its public self-tender delisting offer for all of its outstanding shares, valuing the company at some €2.5 billion 
• the underwriters on RWE’s €2 billion capital increase and private placement of new shares
• all SPACs currently listed on the Frankfurt Stock Exchange, including: 
• 468 SPAC II
• 468 SPAC I
• GFJ ESG Acquisition I
• Lakestar SPAC I
• OboTech Acquisition 
• Two European-sponsored SPACs on SEC-registered listings in the U.S.:  
  • Rocket Internet Growth Opportunities
  • Tio Tech A 
• Tele Columbus’ €475 million rights offering 
• TLG IMMOBILIEN on a public self-tender offer for up to 4% of TLG’s share capital
• tonies on its €60 million private placement by way of an ABO

Further key ECM transactions:

Over the past decade, Dr. Berrar has led work on countless high-profile ECM transactions, including:

• The IPOs/listings of Braas Monier; Covestro; Dermapharm; Deutsche Annington/Vonovia; Delivery Hero; Deutsche Pfandbriefbank; DWS Group; Evonik Industries; Global Fashion Group; HelloFresh; home24; innogy; Instone; Jumia Technologies; LEG Immobilien; Pacifico Renewables Yield; ProSiebenSat.1 Media; Rocket Internet; RTL Group; Schaeffler; Scout24; Siemens Healthineers; Sixt Leasing; Tele Columbus; TLG IMMOBILIEN; Westwing and Zalando. 
• Advising on rights issues for Continental; Commerzbank; Deutsche Annington/Vonovia; Deutsche Wohnen; Draeger; IVG Immobilien; Sky Deutschland/Premiere; Tele Columbus, TLG IMMOBILIEN, among many others. 
• Advising on equity-linked transactions for Bayer; Drillisch; Deutsche Wohnen; KUKA; Rocket Internet and Sky Deutschland among various others. 

Recent M&A transactions:

From 2020 to 2023, Dr. Berrar has advised, inter alia:

• 468 SPAC I on its business combination agreement with Boxine GmbH, valuing the combined company tonies SE at a pro forma equity value of €990 million
• 468 SPAC II on its business combination agreement with Marley Spoon as well as a series of share purchase agreements with certain (current and future) shareholders of Marley Spoon
• Apeiron Investment Group in (i) connection with the business combination agreement between Rezolve and Armada Acquisition Corp. I, valuing Rezolve at a pro forma enterprise value of approx. $1.8 billion and (ii) its public delisting and takeover offer for DEAG Deutsche Entertainment
• Advent/Centerbridge in connection with the voluntary public takeover offer for Germany’s Aareal Bank, valuing Aareal at €1.74 billion for 100% of share capital as well as the subsequent public delisting tender offer for all remaining shares in Aareal Bank
• The exclusive financial adviser to a consortium of funds led by Global Infrastructure Partners and KKR in a public tender offer for the outstanding freefloat of c. 18.3% and a strategic co-control partnership with Vodafone for Vodafone’s c. 81.7% stake in Vantage Towers
• Covivio in its €1.2 billion voluntary public takeover offer for all shares in Godewind Immobilien 
• CTP on its combined voluntary public takeover and delisting offer to all shareholders of Deutsche Industrie REIT-AG (DIR), valuing the equity of DIR at approx. €800 million, corresponding to an enterprise value of approx. €1.3 billion
• the listing agents and financial advisers in connection with Daimler Truck group’s spin-off from Daimler AG and the listing of Daimler Truck Holding AG on the Frankfurt Stock Exchange, valuing Daimler Truck at around €23 billion 
• Delivery Hero in its $4.0 billion agreement to acquire Woowa Brothers Corp. 
• Deutsche Wohnen in its business combination with Vonovia, with a combined market cap of both companies of €45 billion
• European Healthcare Acquisition & Growth Company B.V. (EHC) in its definitive business combination agreement with Croma-Pharma GmbH
• Goldman Sachs in connection with the voluntary public takeover offer for zooplus
• GoStudent on its acquisition of Studienkreis from IK Partners
• HelloFresh in connection with its agreement to acquire Factor75, Inc. for up to $277 million in cash
• K+S on the sale of its Americas salt business to Stone Canyon Industries for $3.2 billion
• Lakestar SPAC I in its €1.2 billion (equity value) merger with HomeToGo, the first German De-SPAC deal of its kind
• LEG Immobilien in connection with its acquisition of around 15,400 apartments from Adler Group for a purchase price of €1.3 billion and the purchase of a 35% stake in Brack Capital Properties for approx. €400 million
• Linde on its delisting from the Frankfurt Stock Exchange by way of an Irish scheme of arrangement and a subsequent inter-company merger
• Lone Star Funds, majority shareholder of ISARIA Wohnbau, in connection with ISARIA’s agreement with Deutsche Wohnen on the sale of key real estate projects and the associated platform
• Bertelsmann and Saham as shareholders of Majorel on the €3 billion voluntary public takeover offer by Teleperformance
• Majorel on its abandoned merger with Sitel Group
• Mountain & Co. I Acquisition Corp. in its definitive business combination agreement with FC Barcelona that will result in the club’s content creation platform, Barça Media, becoming a public company listed on the NASDA
• Next.e.GO Mobile in its definitive agreement for a business combination with Athena Consumer Acquisition Corp., valuing the combined company at a pro forma implied enterprise value of $913 million 
• Northern Data in the sale of its U.S. subsidiary Whinstone Inc. to Riot Blockchain Inc. for an implied total transaction value of approximately $651 million
• OHB and the Fuchs family in connection with OHB’s investment agreement with KKR
• Porsche Automobil Holding (Porsche SE) on the €10.1 billion acquisition of 25% of the ordinary voting shares of Porsche AG from Volkswagen AG (concurrent with the Porsche IPO)
• Schaeffler in a public tender offer for all outstanding shares in Vitesco Technologies Group, valuing Vitesco’s equity at €3.6 billion, as the first step of a planned three-step transaction towards a merger with Vitesco to create a leading Motion Technology Company
• SLM Solutions Group in connection with the €622 million voluntary public takeover offer for the acquisition of all outstanding shares of SLM by Nikon AM. AG, a direct subsidiary of Nikon Corporation, as well as the investment agreement entered into with Nikon Corporation related thereto
• Softbank Group on its equity share swap agreement and strategic partnership with Deutsche Telekom AG

Further key M&A transactions:

Over the past decade, Dr. Berrar has advised on numerous other high-profile transactions, including:

• Axioma in its acquisition by Deutsche Börse AG for $850 million cash and debt free
• Bayer on (i) Elanco Animal Health’s $7.6 billion acquisition of Bayer’s Animal Health business and (ii) its $66 billion acquisition of Monsanto
• Delivery Hero on the €930 million sale of its German food delivery businesses to Takeaway.com
• Deutsche Wohnen on (i) its successful defense against Vonovia’s unsolicited, hostile, €13 billion takeover bid, (ii) its tender offer for LEG Immobilien, (iiI) its attempted tender offer for conwert Immobilien, (iv) its €3.6 billion tender offer for GSW Immobilien and (v) its €1.2 billion acquisition of companies in the BauBeCon Group
• Diebold on its $1.9 billion business combination agreement with, and tender offer for, Wincor Nixdorf
• Drillisch on its €8 billion business combination with United Internet
• IHO Holding on its acquisition of ATESTEO Group from 3i Group
• K+S on the (later withdrawn) unsolicited proposed $8.8 billion takeover by Potash
• Lone Star in connection with its tender offer for ISARIA Wohnbau
• Morgan Stanley Infrastructure Partners on the takeover of and subsequent delisting of VTG
• Oaktree on the sale of its 61% in Deutsche Office to Alstria
• Praxair on its $80 billion merger of equals with Linde
• Renault on entering into various cooperation agreements, among Daimler, Renault and Nissan
• Standard Industries on (i) its $2.1 billion tender offer for Braas Monier and (ii) its €1 billion acquisition of Icopal
• TLG IMMOBILIEN on (i) its €1.5 billion acquisition of a 15.0% stake in Aroundtown and the subsequent €25 billion business combination and (ii) its public takeover of WCM
• Uniper in connection with Fortum’s €8 billion tender offer for all of its shares
• Vonovia on its $10.7 billion exchange offer for GAGFAH