image description

Martin Gross-Langenhoff

European Counsel

Martin Gross-Langenhoff

European Counsel
Frankfurt +49-69-4272-5200+49-69-4272-5200 +49-69-4272-5210+49-69-4272-5210
[email protected]
Martin Gross-Langenhoff is European Counsel in S&C’s Frankfurt office. He has wide experience in public and private mergers and acquisitions, general corporate representations and capital market matters, in each case with a particular focus on cross-border transactions.

Dr. Gross-Langenhoff represents, in equal measure, corporate clients in a variety of industries as well as investment banks and financial investors of various types.

SELECTED REPRESENTATIONS

Recent M&A transactions
From 2018 to 2020, Dr. Gross-Langenhoff has advised:
  • Bayer on financing aspects in connection with its $66 billion acquisition of Monsanto
  • owners of BEOS on the sale of the company to Swiss Life
  • Centaurus Capital, together with a group of investors, on their c. €1 billion acquisition of 94.9% of HSH Nordbank’s shares
  • Cevian in connection with the €17.2 billion sale of ThyssenKrupp’s elevator business
  • Diebold Nixdorf on the sale of its 68%-stake in Portavis to Datagroup
  • Goldman Sachs as financial adviser to BUWOG in its €5.2 billion public takeover by Vonovia
  • Morgan Stanley Infrastructure Partners on its €2.4 billion voluntary tender offer for VTG
  • Praxair on its $80 billion merger of equals with Linde
  • Spirit Aerosystems Holdings on its $650 million acquisition of S.R.I.F., the parent company of Asco Industries
  • TLG IMMOBILIEN in its €1.5 billion acquisition of a 15.0% stake in Aroundtown and the subsequent business combination
  • Verifone in its $3.4 billion acquisition by Francisco Partners
Further key M&A transactions
Over the past 10 years, Dr. Gross-Langenhoff has represented clients on numerous public M&A transactions, including:
  • 40 North Management in its acquisition of a 29.1% stake in Braas Monier
  • Deutsche Annington/Vonovia on its €8.5 billion exchange offer for GAGFAH
  • Deutsche Wohnen on (i) its successful defense against Vonovia’s unsolicited, hostile, €13 billion takeover bid, (ii) its €7.8 billion exchange offer for LEG Immobilien and (iii) its €3.6 billion exchange offer for GSW Immobilien
  • Diebold on its $1.9 billion business combination agreement with, and tender offer for, Wincor Nixdorf
  • Goldman Sachs as financial adviser to Siemens on (i) the $2.8 billion acquisition of Invensys Rail and (ii) the €680 million acquisition of LMS International
  • Lone Star in connection with its affiliate’s tender offer for ISARIA Wohnbau
  • Seattle Genetics in its bid for Ganymed Pharmaceuticals, which was subsequently sold for €1.3 billion to a competing bidder
  • Sky Deutschland on its €6.3 billion takeover by BSkyB
  • Terra Firma on its divestiture of its stake in Deutsche Annington
  • TLG IMMOBILIEN on its €827 million public takeover of WCM
  • Verifone on the acquisitions of (i) Paymorrow and (ii) InterCard
Recent Capital Markets transactions
From 2018 to 2020, Dr. Gross-Langenhoff has represented:
  • a blockchain joint venture formed by 18 domestic and international insurance and reinsurance companies on a capital raise (later abandoned)
  • Diebold Nixdorf in connection with the issue of a convertible instrument by a subsidiary
  • DWS Group on its €1.4 billion IPO and listing on the Frankfurt Stock Exchange
  • home24 on its €600 million IPO and listing on the Frankfurt Stock Exchange
  • Siemens Healthineers on its €4.2 billion IPO; the world’s largest healthcare IPO on record
Further key Capital Markets transactions
Over the past 10 years, Dr. Gross-Langenhoff has worked on many high-profile transactions, including:
  • The IPOs/listings of Delivery Hero; Deutsche Annington/Vonovia; LEG Immobilien; Schaeffler, Scout24; Sixt Leasing; Springer Science; Tele Columbus; TLG IMMOBILIEN; Rocket Internet; and Zalando
  • Advising on rights issues for Deutsche Annington/Vonovia; Deutsche Wohnen and Sky Deutschland
  • Advising on equity-linked transactions for Bayer; Deutsche Annington; Deutsche Wohnen; FMS Wertmanagement and Rocket Internet
Corporate Advisory Matters
Dr. Gross-Langenhoff has represented numerous clients on corporate advisory matters, including:
  • A.T.U Auto Teile Unger in a series of restructuring transactions, including a new investment of €109 million by existing note holders and a new €75 million senior secured credit facility
  • Diebold Nixdorf on (i) the merger squeeze-out of the remaining shareholders in Wincor Nixdorf and subsequent delisting and (i) the preceding conclusion of a domination and profit-and-loss transfer agreement with Wincor Nixdorf
  • Goldman Sachs Investment Partners in connection with its investment in Rhön-Klinikum
  • Rhone Capital on various corporate reorganizations of portfolio companies
  • Whitehall Funds in connection with several investments in portfolio companies
  • various listed companies, including Deutsche Wohnen and Rocket Internet, in their preparation of ordinary and extraordinary shareholders’ meetings
  • various listed companies in connection with internal compliance investigations