S&C Advises Germany’s Rocket Internet on its Delisting

September 2, 2020

On September 1, long-standing client Rocket Internet launched a public self-tender offer for all outstanding shares in the company not covered by non-tender agreements (about 50 percent of the share capital), designed to serve as a basis for the delisting of Rocket Internet shares from trading on the regulated market of the Frankfurt Stock Exchange. The offer consideration in cash will correspond to the six-month VWAP of the shares (calculated by the company to be EUR 18.57 per Rocket Internet Share).
 
The company will convene an extraordinary (virtual) general meeting on September 24 to hold a vote on the repurchase of shares under the delisting self-tender offer and the subsequent reduction in share capital upon cancellation of the repurchased shares.
 
In parallel to the delisting self-tender offer and in order to afford shareholders the opportunity
to sell their shares prior to the delisting, Rocket Internet has started a further immediate share buy-back program to acquire up to 8.84 percent of the company's share capital over the stock exchange. 
 
The company is taking this step due to its diminished need for capital markets as a financing source, and a delisting will allow it to pursue a long-term business strategy with more organizational flexibility.
 
Rocket Internet incubates, invests in, builds and operationally develops internet-based business models. S&C Frankfurt has advised the company since its €1.5 billion IPO in 2014.
 
The S&C team advising Rocket Internet was led by Carsten Berrar and Konstantin Technau in Frankfurt and included Florian Spaeth, Matthias Huhn, Stephan Rauch and Johannes Pieper in Frankfurt. Michael Rosenthal and Elisa Hauch in Brussels advised on antitrust matters. 
 
This marks the third capital markets deal in two weeks that the Frankfurt team has advised on. The team also advised on RWE's €2 billion capital increase and Instone's €182 million capital increase with subscription rights for existing shareholders.