Category: Austria

Binder Groesswang has advised Software AG on the sale of its Austrian SAP Consulting business to the Scheer Group. The value of the deal was not disclosed.

Software AG is an international software company with headquarters in Darmstadt. According to a Binder Groesswang press release, the sale of the SAP consulting business reflected “the desire to focus on product innovation.” The Scheer Group is a network of high-growth IT companies.

The Binder Groesswang team consisted of Partners Michael Lind, Horst Lukanec, Johannes Barbist, and Christian Wimpissinger, and Associates Markus Pinggera, Christian Dax, and Elisabeth Steiner, and Trainee Lawyer Walter Loukota.

The Scheer Group was advised by Milbank and Eisenberger & Herzog.

CHSH Cerha Hempel Spiegelfeld Hlawati has hired lawyer Harald Stingl as a Partner in the firm’s Corporate/M&A team in Vienna, effective as of June 1, 2014. Stingl joins from competitor Wolf Theiss.

Stingl was born in Linz, studied law at Georgia State University and the University of Linz, and obtained an LL.M. degree from Columbia University School of Law in New York. 

In a formal statement released by the firm, CHSH Managing Partner Clemens Hasenauer expressed his pleasure at the new addition. “Due to the strong growth of our M&A practice in recent years, expanding our team was just a logical step forward for us. We’re extremely pleased that Harald Stingl, as a recognized expert in the field of corporate law and M&A, sees his future with us at CHSH.” 

Binder Groesswang has advises the Scout24 Group on its acquisition of Austrian Immobilien.net real estate portal from sellers Markus and Alexander Ertler.

The Scout24 Group, based in Germany, has been active in Austrian for the past two years with the www.immobilienscout24.at website. Thus, with this acquisition, Scout24 Group combines two of the leading online portals into one, which will Binger Groesswang says will be “the largest and fastest growing real estate platform in Austria in terms of the number of customers.” At the moment, the two platforms report approximately 1.6 million visits per month.

The purchase price was not disclosed, but Binder Groesswang described the acquisition as “one of the largest acquisitions in the history of Austrian online industry.” The closing took place on 28 May 2014.

Binder Groesswang Partner Thomas Schirmer led on the deal, with assistance by Partner Michael Lind and Markus Uitz, Attorney Hermann Schneeweiss, and Associate Mark Reinfeld, along with lawyers Ivo Rungg, Hellmut Buchroithner, John Barbist, Angelika Pallwein-Prettner, and John Bammer .

The Ertlers were advised by Dorda, with a team led by Partner Jurgen Kittel.

Editorial Update (June 3, 2014): Dorda has announced that Partner Jurgen Kittel led the firm’s team advising the Ertler brothers in the sale of all their shares to ImmobilienScout24. In a firm press release, Kittel stated that “our clients acted as true pioneers when they set up Immobilien.net twenty years ago. It was the first real-estate platform on the German-language internet. The success story is now continuing and we are thrilled to have assisted our clients with this interesting transaction.”

Wolf Theiss has advised lifebrain, a medical diagnostic laboratory group headquartered in Austria, on its acquisition of the Italian Guidonia Group. 

lifebrain was established in 2003 by the former majority shareholder of Futurelab Group and other private shareholders and — according to Wolf Theiss — is currently the fastest growing medical diagnostic laboratory group in Europe. “We started our operational business with the acquisition of Labtop AG in Switzerland six months ago and since then have managed to increase our turnover to approx. EUR 20 million through four successful acquisitions, among them the largest cytologic laboratory in Switzerland,” said Michael Havel, the CEO and co-founder of lifebrain. “Guidonia is a very important first step in our strategy to become the leading player in the geographical area of Rome and Southern Italy.” Bernhard Auer, CFO of lifebrain, added: “We have already identified a substantial number of further targets, both in the DACH region as well as in Italy and have equity funds readily available to invest approx. EUR 100 million within the next 6 months.”

We have worked with the management team of lifebrain for more than 10 years on some 45 successful acquisitions and are proud to be able to assist also in this new dynamic and progressive venture of lifebrain,” said Wolf Theiss Partner Dieter Spranz, who advises lifebrain on all corporate law matters. The Milan and Rome offices of Latham & Watkins advised on the Italian law aspects of the Guidona transaction and BDO acted as financial adviser to lifebrain.

Wolf Theiss has advised the Swiss Helvetia-Group on the company’s purchase of the Basler Versicherungs-Aktiengesellschaft – a subsidiary of the Swiss Baloise Group – in Austria, in the process increasing its capacity in Austria by approximately 50%.

With approval of financial market and competition authorities, the transaction is expected to close in the second half of 2014, and will make Helvetia one of the ten biggest insurance groups in Austria – with a total volume of premiums of about EUR 400 million.

Wolf Theiss’s team was led by Partner Claus Schneider, supported by Senior Associate Matthias Schimka. Consultant Christine Siegel advised on supervisory standards, and Counsel Jochen Anweiler addressed antitrust questions.

Schoenherr has released a statement updating the a story initially reported by CEE Legal Matters on April 24 on the negotiation and completion of a shareholders’ agreement between OIAG and America Movil regarding shares the two hold in Telekom Austria.

As explained previously, the shareholders’ agreement – once all regulatory approvals are completed – will trigger a mandatory takeover offer that has to be made by America Movil, and provides for a capital increase in Telekom Austria of up to EUR 1 billion.

A statement just released by Schoenherr explains that the public offer mandated by the Shareholders’ Agreement has been launched, at a price of EUR 7.15 per Telekom Austria share – thus the volume of the public offer exceeds EUR 1.4 billion — and with a duration of 8 weeks (until July 10, 2014).

Schoenherr advised Carso-Telecom AMX on the shareholders’ agreement, and on all aspects of the public takeover offer. The public offer remains subject to regulatory approvals and provides for a conversion possibility into a mandatory offer.

Schoenherr advised Carso Telecom/AMX on all aspects of the preparation and launch of the public offer. The firm’s team was led by Partner Christian Herbst, assisted by Partner Florian Kusznier and Associates Sascha Schulz and Maximilian Lang. Partner Volker Weiss and Associate Evelin Hlina worked on the matter as well.

Schoenherr has advised Palfinger and individual selling Palfinger shareholders on the establishment of a mutual capital interlinking between the company and SANY Heavy Industries Co., a member of China’s SANY group.

The Salzburg-based Palfinger is a manufacturer of hydraulic lifting systems. The overall value of the transaction amounts to approximately EUR 220 million.

The mutual capital interlinking was implemented through multiple measures. The Palfinger group subscribed to and acquired a 10% interest in the share capital of SANY Automobile Hoisting Machinery, the SANY group unit specialized in mobile, tower, and crawler cranes. At the same time, SANY Germany subscribed to 1,863,258 newly-issued Palfinger shares in the course of a capital increase and acquired a further 1,863,258 shares from existing Palfinger shareholders.

Robert Bachner, Schoenherr’s lead partner in the transaction, spoke of the challenges involved. “The structuring of the overall transaction and the negotiations in China were challenging and exciting – and confirmed our experience that transactions involving China follow fundamentally different rules. Our experience with Chinese transactions and our resulting understanding of those rules significantly contributed to the successful implementation of the complex overall project.” 

The implementation of Palfinger’s capital increase was also complicated, because while the shares were issued for a cash price of EUR 29 per share, the legal requirements applicable to a capital increase by contribution in kind had to be observed. In addition, all three parts of the transaction (share purchases from several shareholders, as well as the two capital increases in Austria and China) had to be interconnected, coordinated, and jointly implemented. Palfinger’s capital increase and all share purchase transactions were completed and became effective on May 14, 2014.

Schoenherr advised Palfinger and the selling shareholders and was responsible for structuring, drafting and negotiating the relevant contracts, as well as for the overall management of the transaction process. This included the transaction’s implementation under company law, on-site negotiations with Palfinger’s Chinese partners, the drafting of the transaction documentation, and coordinating the admission to trading of the newly-issued shares.

The Schoenherr team was led by Partner Robert Bachner, assisted by Partner Franz Urlesberger, Attorney Rita Wittmann, and Associates Clemens Rainer and Manuel Ritt-Huemer.

SANY was advised by Dorda.  

CHSH Cerha Hempel Spiegelfeld Hlawati has advised IMMOFINANZ and BUWOG on capital market aspects and financing in connection with the IPO of BUWOG. IMMOFINANZ received corporate law advice from bpv Huegel, and Clifford Chance acted as international advisor.

IMMOFINANZ is the first Austrian-listed company to perform a spin-off. Under the spin-off, it parted with 51% of its shares in BUWOG. IMMOFINANZ shareholders automatically became BUWOG shareholders, receiving one BUWOG share in their securities accounts for every 20 shares they held in IMMOFINANZ. At the time of listing, the market capitalisation of BUWOG was just under EUR 1.4 billion. The spin-off was preceded by the acquisition of the residential real estate portfolio of BUWOG in Northern Germany for EUR 928 million. This acquisition was partly financed by the issuance of a EUR 260 million convertible bond of BUWOG.

In total, 51% of the 99,613,479 shares in BUWOG are now held in free float. BUWOG shares are listed on the Frankfurt, Vienna, and Warsaw stock exchanges. The portfolio of BUWOG includes assets worth in excess of EUR 3.5 billion.

British investment bank Barclays acted as the lead financial advisor for the spin-off. The bank consortium also consisted of Erste Bank Group, Baader Bank, Erste Securities Polska, Berenberg, and Raiffeisen Centrobank.

CHSH drafted the capital market prospectus for the listing of the BUWOG shares in Frankfurt, Vienna, and Warsaw and advised on the issuance of the EUR 260 million convertible bond of BUWOG. CHSH was also responsible for coordinating the stock exchange listing in Vienna, Frankfurt, and Warsaw and advised IMMOFINANZ in connection with a bridging loan.

Partners Volker Glas and Thomas Zivny and attorney Gernot Wilfling led the CHSH team working on the listing.  

The bank consortium was advised as to Austrian law by Binder Groesswang, with Linklaters acting as international advisor.

Binder Groesswang has advised the Poell family on the sale of the Salzburg Schokolade company to Viennese investors Philipp Harmer and Christian Schugerl.

Salzburg Schokolade manufactures chocolate and confectionery, in particular the Salzburg Mozart Balls, marketed under the “Mirabell” brand.

The transaction included the sale of Salzburg Schokolade and its parent company. The purchase price was not disclosed. The transaction was completed April 30.

Binder Groesswang Managing Partner Michael Kutschera and Partner Michael Lind led the team, which also included Associates Christian Dax and Mark Reinfeld.