Category: Austria

Freshfields and Fellner Wratzfeld & Partner have advised UniCredit S.p.A. (Italy) on its takeover of the CEE business of its subsidiary UniCredit Bank Austria AG. Apart from shareholdings in 13 banks in Southern Europe and CEE, a loan portfolio in the amount of about EUR six billion also passed to the parent company in Milan. Grohs Hofer advised the works council and bpv Huegel advised Bank Austria’s retired employees.

The transaction involved two steps: A reorganization under which the CEE business was split off into a special-purpose vehicle, immediately followed by the cross-border merger of that SPV with the parent company. Following approval by the European Central Bank, Banca d’Italia and the Austrian Financial Market Authority, the transfer was perfected as of October 1, 2016, with the relevant entries being made in the Austrian and Italian commercial registers. The new organization is intended to simplify the group’s structure and to streamline management functions while preserving both expertise and customer relations.

At the end of its 2015 business year, UniCredit Bank Austria AG recorded total assets amounting to nearly EUR 194 million. Following the split-off of the CEE network, the total assets of the remaining Austrian business will decrease to approximately EUR 100 billion.

The Vienna-based advisors to UniCredit S.p.A. and UniCredit Bank Austria AG from Freshfields Bruckhaus Deringer included Partners Thomas Zottl, Stefan Kock, Florian Klimscha, Stephan Pachinger, Thomas Kustor, and Bertram Burtscher, and Associates Ludwig Hartenau, Dora Rendessy, Daniel Lungenschmid, Karin Buzanich-Sommeregger, Christian Jollinger, Tatjana Krutzler, Miriam Broucek, and Agnieszka Bibro.

UniCredit Bank Austria’s in-house team was led by Herbert Pichler, while the in-house team of parent UniCredit S.p.A. in Milan was led by Lorenzo Lampiano.

The Fellner Wratzfeld & Partner team advising UniCredit Bank Austria consisted of Partners Markus Fellner, Paul Luiki, and Kurt Wratzfeld, and Associates Irena Gogl-Hassanin, Benedikt Kessler, Michael Pucher, and Kathrin Kogler.

The Grohs Hofer team was led by Elisabeth Stern, and the bpv Huegel team was led by Partners Elke Napokoj and Berhard Schatz.

Editor’s Note: After this article was published, Karanovic & Nikolic reported that it worked alongside Freshfields Bruckhaus Deringer and Fellner Wratzfeld & Partner in supporting UniCredit S.p.A. (Italy) in its recently closed take-over of the CEE business of UniCredit Bank Austria AG including shareholdings in 13 banks in Southern Europe and CEE  as well as a relevant loan portfolio. Specifically, Karanovic & Nikolic acted as the local advisor in Serbia and (through its corresponding law offices) in Croatia and Slovenia. The  K&N team was led by Partner Maja Jovancevic Setka, and consisted of Senior Associates Ivona Vuckovic and Katarina Guduric, as well as attorneys working in cooperation with the firm in Slovenia (Jaka Simoncic and Marko Kranjc) and Croatia (Franka Baica).

Schoenherr has advised Altstoff Recycling Austria AG (ARA) in proceedings before the European Commission regarding an alleged infringement of Article 102 of the Treaty on the Functioning of the European Union (TFEU), which prohibits any abuse of a dominant position within the internal market which may affect trade between EU Member States. ARA has agreed to settle its affair with the Commission — the first settlement ever in an Article 102 TFEU case.

Since its establishment in 1993, ARA — a non-profit organization — has been operating as Austria’s leading collection and recovery system for both household and commercial packaging waste. Its recycling schemes cover all types of packaging and are available to consumers and businesses across Austria. In addition, ARA offers the full range of compliance services required by businesses to comply with the Austrian Packaging Ordinance. 

Following a complaint by a competitor, the Commission conducted an unannounced inspection at ARA’s premises in 2010. In 2013, the Commission informed ARA of its preliminary finding that the company may have abused its dominant position in the Austrian markets for the management of packaging waste by foreclosing competitors, inter alia by denying them access to its waste collection infrastructure.  

While the Commission dropped most of the initial allegations in the course of the six year-long procedure, it upheld the position that ARA hindered competitors from accessing its collection infrastructure. The Commission considered ARA’s infrastructure to be an essential facility — a “bottleneck” infrastructure which is difficult to duplicate, but necessary for reaching customers. Without access to this infrastructure competitors would also not be able to receive an authorization from the ministry in charge of system surveillance.  

In its settlement with the Commission, ARA agreed to pay a fine and offered to divest the part of the household collection infrastructure that it owns as a structural remedy. The Commission took notice of ARA’s ample cooperation when calculating the fine, which was reduced by 30% to EUR 6 million.  

The Vienna-based Schoenherr team advising ARA consisted of Partner Hanno Wollmann and Counsel Stefanie Stegbauer. Commenting on the unprecedented resolution of the case, Wollmann stated: “Naturally, we would have preferred to convince the Commission that even the final allegations against our client were unfounded. However, short of a finding that no infringement has taken place, this decision marks a reasonable and innovative conclusion to a challenging competition case.”  

Schoenherr has advised Altstoff Recycling Austria AG (ARA) in proceedings before the European Commission regarding an alleged infringement of Article 102 of the Treaty on the Functioning of the European Union (TFEU), which prohibits any abuse of a dominant position within the internal market which may affect trade between EU Member States. ARA has agreed to settle its affair with the Commission — the first settlement ever in an Article 102 TFEU case.

Since its establishment in 1993, ARA — a non-profit organization — has been operating as Austria’s leading collection and recovery system for both household and commercial packaging waste. Its recycling schemes cover all types of packaging and are available to consumers and businesses across Austria. In addition, ARA offers the full range of compliance services required by businesses to comply with the Austrian Packaging Ordinance. 

Following a complaint by a competitor, the Commission conducted an unannounced inspection at ARA’s premises in 2010. In 2013, the Commission informed ARA of its preliminary finding that the company may have abused its dominant position in the Austrian markets for the management of packaging waste by foreclosing competitors, inter alia by denying them access to its waste collection infrastructure.  

While the Commission dropped most of the initial allegations in the course of the six year-long procedure, it upheld the position that ARA hindered competitors from accessing its collection infrastructure. The Commission considered ARA’s infrastructure to be an essential facility — a “bottleneck” infrastructure which is difficult to duplicate, but necessary for reaching customers. Without access to this infrastructure competitors would also not be able to receive an authorization from the ministry in charge of system surveillance.  

In its settlement with the Commission, ARA agreed to pay a fine and offered to divest the part of the household collection infrastructure that it owns as a structural remedy. The Commission took notice of ARA’s ample cooperation when calculating the fine, which was reduced by 30% to EUR 6 million.  

The Vienna-based Schoenherr team advising ARA consisted of Partner Hanno Wollmann and Counsel Stefanie Stegbauer. Commenting on the unprecedented resolution of the case, Wollmann stated: “Naturally, we would have preferred to convince the Commission that even the final allegations against our client were unfounded. However, short of a finding that no infringement has taken place, this decision marks a reasonable and innovative conclusion to a challenging competition case.”  

Taylor Wessing in Vienna is reporting that Michaela Petritz-Klar, 39, former Head of the Tax Team of Schoenherr, has joined Taylor Wessing as a Partner and will head the firm’s newly-established CEE Tax Practice Group.

Petritz-Klar focuses on tax aspects of M&A transactions, private equity, capital markets, restructurings, corporate tax planning, project finance, high net worth individuals, and funds. According to Taylor Wessing, “with her many years of experience in tax law – besides Schoenherr she was also a member of the Tax practices of Freshfields and Wolf Theiss — Michaela is one of the renowned tax experts of Austria.”

According to Petriz-Klar, “after years of being active in tax law and after heading a team in Austria I now very much look forward to building up and heading an international team.”

Taylor Wessing CEE Managing Partner Raimund Cancola added: “With those CEE lawyers who have in the past offered tax advice to clients and with Michaela as a renowned tax expert joining us, we are now in a very good position to implement a CEE-wide Practice Group Tax with Michaela leading it. We also plan to enlarge the team in the near future.”

Schoenherr is reporting that it advised the shareholders of Austrian freight wagon holding company ERR Rail Rent Vermietungs GmbH (ERR) on the sale of 100% of their shares in ERR and 33.3% of their shareholding in the asset management company ERR European Rail Rent GmbH to Aves One AG (“Aves One”), a logistics equipment company. Gleiss Lutz advised the shareholders of ERR on the German law aspects of the transaction, and Huth Dietrich Hahn (in Germany) and Jakobljevich & Grave Rechtsanwalte (in Vienna) provided legal advice to Aves One.

The share purchase agreement was signed and announced on August 22, 2016, and the transaction is expected to close in October 2016. The purchase price for the acquisition of the ERR group companies amounted to EUR 33.5 million.  

Aves One is a global asset owner of logistics equipment based in Hamburg, and ERR is a freight transportation company focusing on the rental of freight wagons for rail-bound transport. According to Schoenherr, as a result of the acquisition, Aves One will nearly double its total value of assets under management to more than EUR 400 million. In addition, Aves One will increase its freight wagons inventory to over 4,200 units. The participation in the ERR asset management company enables Aves One to cover the entire freight transport value chain. Jürgen Bauer, the managing director of ERR’s Austrian freight wagon holding company will be appointed to the Board of Aves One as COO.   

Schoenherr supported the sellers on the drafting of the share purchase agreements and on negotiations with Aves One. The firm’s team consisted of Partner Alexander Popp and Attorney Miriam Simsa. 

The Jakobljevich & Grave team consisted of Kordula Fleiss-Goll and Iris Kuntner.

CHSH has advised IC Development on its sale of the new DENK 3 office complex, situated in the Viertel Zwei district of Vienna, to ARE Austria Real Estate GmbH, a subsidiary of Bundesimmobiliengesellschaft GmbH. Dorda advised ARE on the deal. The purchase price was not disclosed.

DENK 3 consists of two retail and office buildings in Viertel Zwei. Dorda describes the deal as a forward purchase (share deal), “which required intense preparation of the SPA and the lease agreement (as BIG will move to this location as its new headquarters). The transaction was signed in 2016, but [has] not yet closed.”

CHSH Partner Manfred Ton, who led his firm’s team on the deal, described it as “one of the largest real estate deals of the year 2016.” Ton was supported by Matthias Noedl and Peter Vcelouch.

The Dorda team was led by Partner Stefan Artner, supported by Attorney Klaus Pfeiffer.

Editor’s Note: On May 22, 2018, after this article was published, Dorda announced that the transaction had closed on April 30, 2018.

Image Source: bar.at

Taylor Wessing CEE is reporting that Susanne Fruhstorfer, the firm’s Head of Insolvency, was unanimously appointed member of the Council of the INSOL Europe insolvency association, where she will represent Austria for the next three years.

INSOL is a federation of national associations for accountants and lawyers who specialize in turnaround and insolvency. The federation reports having over 40 Member Associations world-wide with over 10,000 professionals participating as members of INSOL International. 

According to Taylor Wessing CEE, “due to Susanne being an insolvency law specialist, as well as an insolvency administrator working in an international law firm, she was officially recommended by two renowned Austrian INSOL Europe members. Susanne was formally elected on September 22, in the course of the INSOL Europe Annual Congress in Cascais, Portugal.”

CHSH Cerha Hempel Spiegelfeld Hlawati Rechtsanwalte has advised Austria’s publicly listed OMV in connection with the sale of a 49% stake in Gas Connect Austria GmbH (GCA) to a consortium formed by the German Allianz Group and Snam, Italy’s gas infrastructure operator. Binder Groesswang — working with the Italian firm Bonelli Erede — advised Snam on the deal, with Wolf Theiss advising Allianz — which also consulted Starlinger Mayer Rechtsanwalte for the preparation of the due diligence.  

The consortium was selected as purchaser by OMV after a competitive auction process that started in the second quarter of 2016. Signing took place on September 22, 2016, with closing of the transaction — conditional upon merger control clearance by German and Austrian authorities —  expected by year-end. Allianz Capital Partners (ACP), the alternative asset managers at Allianz Group, carried out the transaction on behalf of Austrian and German Allianz insurance companies.

GCA, which is headquartered in Vienna, is a transmission and distribution system operator and a subsidiary of the Austrian oil and gas group OMV. The company’s core business is the marketing of cross-border transmission capacity and the provision of capacity needed in the domestic natural gas. In addition, GCA is responsible for the safe operation of a 900-kilometer high-pressure gas pipeline network.

Snam SpA (Societa Nazionale Metanodotti) is an Italian transmission system operator for natural gas. The company was founded in 1941 and was a subsidiary of the Italian oil and energy group Eni from 1953 to 2001. Snam maintains a 32,339 km long gas pipeline system, which transports about 62.28 billion cubic meters of gas, making it the largest gas transporter in Italy.

The CHSH team was led by Partner Clemens Hasenauer, the firm’s Head of Department Corporate Transactions, who described the deal as “likely the largest Austrian M&A transaction in the energy sector in 2016.” Hasenauer was supported by CHSH Partners Johannes Prinz and Harald Stingl, Attorneys Lorenz Pracht and Bernhard Wychera, and Associates Julia Raith, Julia Berent, Ferdinand Guggenmos, and Thomas Knirsch. 

The OMV legal team was led by Andreas Aigner, Head of M&A Legal, and Bernhard Morth, Senior Counsel M&A Legal. 

The Wolf Theiss team advising Allianz was led by Partners Horst Ebhardt and Christian Mikosch, and consisted of Partners Kurt Retter, Eva Spiegel, Karl Koller, Benjamin Twardosz, and Andreas Schmid, Counsel Marcell Nemeth, Senior Associates Gabriele Hintsteiner and Barbara Jakubowics, Consultant Gerhard Dilger, Associates Jiayan Zhu, Felix Breitwieser, and Georg Harer, and Gunter Bauer, Matthias Unterrieder, and Gerhard Dilger.

Wolf Theiss Partner Christian Mikosch noted that, “the success of our work for Allianz is the result of collaboration within a well-coordinated team of specialists in the areas of M&A and infrastructure financing. The collaboration with Binder Groesswang and Starlinger Mayer was also exceptionally collegial and efficient, which made this project something special.”  

ACP Head of Legal — Direct Investments Jacques Roder and Nadine Rinck managed in-house legal aspects of the transaction for the company.

The Binder Groesswang team was led by by Partners Michael Kutschera and Bernd Schneider Bauer. Kutschera described the deal as an “extraordinary infrastructure transaction,” and “certainly the largest transaction in the area of Energy this year.” Bauer added that “in a transaction of this magnitude and complexity is the interaction between the various teams of experts of particular importance. Particularly noteworthy was the efficient and collegial collaboration with Bonelli Erede and Wolf Theiss in this challenging project.” 

Kutschera and Bauer was supported by Binder Groesswang Partners Johannes Barbist, Horst Lukanec, Angelika Pallwein-Prettner, Andreas Hable, and Ingeborg Edel, Counsel Alexander Kramer and Hellmut Buchroithner, Lawyers Philipp Kapl, Markus Pinggera, Michael Ebner, and Oliver Loksa, Associates Moritz Salzgeber, Regina Kroell, Maria Gernerth Mautner Markhof, Fabian Home, Christoph Baumgartner, Vanessa Hurt, and Sabine Apfl, and Trainees Mikhail Fouzailov, Markus Stelzl, and Miriam Astl.  

The Bonelli Erede team advising Snam consisted of Partners Alberto Sara Valle and Paolo Daino, Associates Alessandro Vittoria and Diane Vallaud.

The Snam inhouse legal team included Michela Schizzi and Emily Lombardi.

CMS is reporting that, based on an amicable agreement with the majority shareholder of NV, which CMS advised, Uniqa and Raiffeisen-Holding NO-Wien have sold back their minority stakes in NV. Following the redemption of their shares, Uniqa and Raiffeisen-Holding NO-Wien are no longer shareholders of NV. 

NV has redeemed 25.11% of its shares, 11.89% of which were held by Raiffeisen-Holding NO-Wien and 13.22% by Uniqa Insurance Group AG. The transaction was approved by the financial market authority.

CMS Partner Johannes Reich-Rohrwig provided legal advice throughout this divestiture process, commenting that: “a great deal of corporate law know-how was required in this transaction in order to optimise the outcome for our client.” Reich-Rohrwig cooperated with CMS Partner Bernt Elsner on regulatory/financial market authority matters.