Private M&A:
enercity Aktiengesellschaft in its acquisition of the German energy retail business and the German photovoltaic business from Hanwha Qcells and its re-acquisition of the cloud platform LYNQTECH; Foxconn in its acquisition of distressed Auto-Kabel Group; SK Bioscience in its agreement to acquire a 60 percent majority stake of Germany-based vaccine manufacturer IDT Biologika and related utilities provider TEW from, and entering into a strategic partnership, with the Klocke Group; Hon Hai Precision Industry Co. (Foxconn) 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; Baxter International Inc. in its definitive agreement to divest its BioPharma Solutions business to Advent International and Warburg Pincus; Foxconn Interconnect Technology in its agreement to acquire from Prettl Produktions Holdings GmbH and Trilantic Europe all equity interests in Prettl SWH; TricorBraun in its agreement to acquire glass packing distributor Gläser & Flaschen GmbH; enercity Aktiengesellschaft on its strategic partnership with Hanwha Q CELLS for the acquisition of a majority stake in enercity’s tech subsidiary LYNQTECH; Morgan Stanley Infrastructure Partners in connection with the acquisition of a 72.55% stake in VTG Aktiengesellschaft by Global Infrastructure Partners and the Abu Dhabi Investment Authority; Goldman Sachs Asset Management in connection with one of their funds’ acquisition of Amedes from Antin Infrastructure Partners; CSM Bakery Solutions, a portfolio business of Rhône Capital, on the carve-out of its ingredients business by Investindustrial VII; Allianz on the merger of its real estate management business with Pacifico Investment Management Company (PIMCO); Diebold Nixdorf, Incorporated (U.S.) in its sale of a majority stake in Diebold Nixdorf Portavis GmbH to DATAGROUP for an undisclosed amount; Financière SNOP Dunois on its memorandum of understanding with Tower International relating to the sale of all of Tower’s European operations; Owners of BEOS on the sale of the company to Swiss Life; Alibaba on its acquisition of a controlling stake in Lazada Group; Standard Industries on its acquisition of Icopal; Verifone on the acquisition of InterCard; Penn Engineering on the acquisition of Profil Verbindungstechnik; Novaled and its shareholders on the acquisition by Samsung Group, dual track process consisting of a contemplated IPO of Novaled in the U.S. and a competitive auction involving several strategic investors; HEAG Südhessische Energie AG (HSE) on the sale of Enviro Chemie to Skion; Goldman Sachs as financial adviser to Siemens on the sale of its worldwide water technologies business to AEA Investors and on the formation of a joint venture with Mitsubishi-Hitachi Metals Machinery and Mitsubishi Heavy Industries; HEAG Holding on its acquisition of E.ON’s stake in HEAG Südhessische Energie AG (HSE); Deutsche Wohnen on its acquisition of the BauBeCon Group; Goldman Sachs as financial adviser to Siemens on the acquisition of LMS International; Cerberus and Whitehall Funds on their sale of a commercial real estate holding; Tinicum Capital Partners on the acquisition of AMI Doduco; family owners on the sale of their interests in amor GmbH to Pamplona Capital and 3i; Bucyrus on the acquisition of Terex’s mining equipment business; Goldman Sachs as financial adviser to Siemens on the sale of Siemens IT Solutions and Services to Atos; Mainova and the Integra/KOM9 consortium on the acquisition of E.ON subsidiary Thüga; Commerzbank on its acquisition of Dresdner Bank; Goldman Sachs as financial adviser to Siemens on its sale of Fujitsu Siemens Computers (Holdings) to Fujitsu; AXA on its acquisition of Winterthur and DBV Winterthur; and InBev on the sales of Bremer Erfrischungsgetränke and Nienburger Glas.
Public M&A:
Aroundtown and TLG IMMOBILIEN in connection with Aroundtown’s public delisting tender offer for all outstanding shares of TLG; Morgan Stanley Infrastructure Partners on its voluntary public cash takeover offer for all shares in Tele Columbus AG and the subsequent public delisting tender offer; Morgan Stanley Infrastructure Partners on the voluntary public takeover for PNE; Covivio in its voluntary public takeover offer for all shares in Godewind Immobilien AG; Merck on its acquisition of all shares in Versum Materials; Morgan Stanley Infrastructure Partners in connection with the voluntary public tender offer for all outstanding shares of VTG and the subsequent delisting offer; Praxair in connection with its merger of equals with Linde; TLG IMMOBILIEN on its exchange offer for WCM; Standard Industries on its tender offer for Braas Monier; Diebold on its business combination agreement with, and tender offer for, Wincor Nixdorf; Deutsche Wohnen on the unsolicited proposed takeover by Vonovia; K+S on the unsolicited proposed takeover by Potash (withdrawn); Deutsche Wohnen on its proposed exchange offer for LEG Immobilien (abandoned); Goldman Sachs, as financial adviser to Siemens, on the acquisition of CD-adapco and in its agreement with Dresser-Rand to acquire Dresser-Rand; Deutsche Annington in its exchange offer for GAGFAH; Deutsche Wohnen on its exchange offer for GSW Immobilien; Goldman Sachs as financial adviser to Siemens on the acquisition of Invensys Rail; Goldman Sachs as financial adviser to Continental in Schaeffler’s takeover offer for Continental; Deutsche Bank as financial adviser to Merck on its tender offer for Serono, including representation of the underwriters in Merck’s related capital increase to refinance the bridge acquisition financing; Morgan Stanley as financial adviser to Deutsche Postbank on its acquisition of BHW Bausparkasse and the following squeeze out; Goldman Sachs as financial adviser to UniCredit on its public takeover of Bayerische Hypo-und Vereinsbank and subsequent squeeze-out of minority shareholders; Goldman Sachs as financial adviser to Spohn Cement on its takeover of HeidelbergCement; Aventis on its combination with Sanofi, including advice on M&A and takeover law relating to Aventis’ German subsidiary Hoechst.
Corporate Advisory Matters:
- CTP in connection with the ongoing appraisal proceedings related to the cross-border merger with Deutsche Industrie Grundbesitz AG (2022 – Present)
- Deutsche Wohnen in connection with the takeover offer for GSW Immobilien, including a settlement offer to GSW shareholders (2013)
- Deutsche Wohnen on the change of its legal form from a German AG to a European SE (2017)
- Diebold Nixdorf through various stages of the Wincor Nixdorf acquisition and subsequent corporate reorganizations, including:
- in connection with the appraisal proceedings following the takeover (2017 – Present)
- Petitioners’ challenges dismissed in 1st instance
- in connection with the squeeze-out proceedings following the takeover (2017)
- Instone Real Estate on its cross-border relocation from the Netherlands to Germany and change of the legal form to a German AG (2018)
- Linde/Praxair in connection with the appraisal proceeding related to the squeeze-out proceedings following their merger of equals (successfully settled in 2023)
- Lone Star Funds in connection with the appraisal proceedings related to the squeeze-out of shareholders of ISARIA Wohnbau (settled in 2021)
- GIP, ADIA and Omers as shareholders of Warwick Holding GmbH, the respondent in the appraisal proceedings to review the appropriateness of the cash compensation granted in connection with the squeeze-out at VTG Aktiengesellschaft (2021 – Present)
- Schaeffler AG as respondent in the appraisal proceedings to review the appropriateness of the exchange ratio granted on the occasion of the merger with Vitesco Technologies (2024 – Present)
- Standard Industries in connection with squeeze-out proceedings, following its acquisition of Braas Monier (2016)
- TLG IMMOBILIEN in connection with the appraisal proceedings related to the domination agreement between TLG and WCM (2018 – 2023)
- Petitioners’ challenges dismissed in 1st instance, decision confirmed in 2nd instance and 3rd instance (BGH, Federal High Court of Justice)
Equity Capital Markets:
Instone on its dual track IPO and the cross-border conversion of the issuer into a German stock corporation; Goldman Sachs PIA and KKR as selling shareholders on the IPO of KION; funds advised by Natixis in a private placement of shares in Alstria; Novaled on its contemplated U.S. IPO; Commerzbank on its capital increase to finance the acquisition of Dresdner Bank; Deutsche Bank as financial adviser to Fresenius on its acquisition of APP Pharmaceuticals, including the representation of the underwriters in Fresenius’ related capital increase and offering of bonds mandatorily exchangeable into shares of Fresenius Medical Care; Sky Deutschland on its rights offering to repay funds drawn under a credit facility and to raise further proceeds to acquire rights in the German football league “Bundesliga”; Deutsche Bank, J.P. Morgan and Sal. Oppenheim as underwriters on the IPO of PATRIZIA Immobilien; Permira on two share placements relating to its disposal of its participation in Sky Deutschland (formerly Premiere); Deutsche Bank as underwriter of Südzucker’s rights offering; Deutsche Bank as financial adviser to Fresenius on its acquisition of HELIOS Kliniken, including representation of the underwriters in Fresenius’ related capital increase to refinance the bridge acquisition financing; Deutsche Bank and Morgan Stanley as the underwriters on the IPO of Deutsche Postbank.