Category: Austria

DLA Piper has advised the Munich-based Burda Magazine Holding company on Austrian-law competition matters in connection with Burda’s acquisition of Wunder Media Production, a digital marketing specialist.  

Burda is the largest publisher of magazines within the German market, and with 125 employees Wunder Media Production is Germany’s largest digital marketing agency, specializing in the production and publication of high quality daily updated content.

The DLA Piper team was led by Consultant Florian Schuhmacher, whose practice focuses on antitrust matters. Associate Nicole Daniel assisted with Austrian competition law aspects, and a team from DLA Piper’s Cologne office, led by Partner Jan Dreyer,  advised on German competition law.

Schumacher said of the deal that: “We are pleased that the notification proceeding was successfully closed and the merger has been cleared in Austria.”

The German Luther and the Austrian KWR Karasek Wietrzyk Rechtsanwalte law firms have advised MUT Holding on its acquisition of the Austrian Theysohn Extrusionstechnik, as well as its German subsidiary Extruder-Komponenten Salzgitter, from Diligenta Holding and RLB – Beteiligungs- und Treuhandgesellschaft, for an undisclosed price.

The Theysohn Group previously belonged to Raiffeisen Landesbank Steiermark. The companies of the Theysohn Group develop and distribute high performance plastics processing systems and other machines for profile and pipe extrusion, and have a combined total value of about EUR 30 million. Luther Partner Thomas Halberkamp led on the deal, with support by Luther Partner Andreas Blunk and KWR Partners Jorg Zehetner and Thomas Haberer.  

Diligenta Holding was represented by Scherbaum Seebacher Partner Helmut Schmidt, who was supported by Florian Thelen.

Schoenherr has announced its role in the America Movil – OIAG Shareholders’ Agreement for Telekom Austria that was announced by CEE Legal Matters on April 24.

The Austrian firm advised America Movil (AMX) and its wholly-owned subsidiary Carso Telecom in connection with the negotiation and conclusion of the shareholders’ agreement with the Austrian state holding company OIAG, regarding their respective participation in Telekom Austria. As explained in the earlier article, as a result of an agreement signed on April 23, the parties will pool their Telekom Austria shareholdings. Upon Closing Carso Telecom/AMX will have control of Telekom Austria. OIAG’s position as a core shareholder will be protected by veto rights. As part of the transaction, OIAG and AMX have agreed subject to closing of a Public Offer and approval by shareholders to vote in favor of and support a capital increase in Telekom Austria up to EUR 1 billion.

As a result of the shareholders’ agreement, AMX, through Carso Telecom, will launch a public takeover offer pursuant to the Austrian Takeover Act for all outstanding Telekom Austria shares not held by AMX, Carso Telecom, OIAG or Telekom Austria. This Public Offer was pre-announced on 23 April 2014 at EUR 7.15/share. The shareholders’ agreement and the Public Offer are subject to various regulatory approvals.

Schoenherr advised AMX and Cargo Telecom on all aspects of the transaction, including corporate, takeover, and merger control laws, and other regulatory aspects. The team was led by Partner Christian Herbst, and included Partners Florian Kusznier and Volker Weiss, as well as Associates Maximilian Lang, Sascha Schulz, and Evelin Hlina.

CHSH has advised Osterreichische Industrieholding (OIAG) in connection with the negotiation and completion of a shareholders’ agreement with the Mexican “America Movil” (AMX) telecommunications company relating to shares the two hold in Telekom Austria. OIAG currently holds 28.4% of the shares in Telekom Austria, with America Movil holding another 26.8%.

The signing of the shareholders’ agreement triggers a mandatory takeover offer that has to be made by America Movil. The shareholders’ agreement enters into force upon completion of all regulatory approvals. The agreement also provides for a capital increase in Telekom Austria in the amount of up to EUR 1 billion and a joint growth strategy in Eastern Europe.

The influence of OIAG as the Austrian core shareholder is safeguarded by veto rights. An extensive “Austrian Package” has been agreed in favour of Telekom Austria. According to AMX, this Shareholders’ Agreement and the Public Offer are subject to certain regulatory approvals. Once such conditions are satisfied, the Shareholders’ Telekom Austria currently operates in Austria, Belarus, Bulgaria, Croatia, Serbia, Macedonia, Liechtenstein and Slovenia. As of December 31, 2013, it had approximately 2.6 million fixed line subscribers, 20.1 million wireless subscribers and revenues of €4,184 million. 

As of December 31, 2013, AMX had more than 339 million accesses. It ranks as the number one company in Latin America in all business lines (wireless, fixed lines, broadband accesses and pay TV subscribers), and operates the largest prepaid mobile virtual network operator in the United States. 

The agreement will become effective and AMX will obtain operational responsibilities in Telekom Austria.

AMX CEO Daniel Hajj said: “We are very happy to partner with OIAG, a key shareholder of Telekom Austria that has developed an extraordinary company with extraordinary people. The negotiations with OIAG, although intense, were constructive and professional. The main goal for both parties was the further development and future of Telekom Austria. This agreement provides the basis for future growth, continued innovation, and solid investment in Telekom Austria. It will strengthen the capital structure of Telekom Austria; maintain a state of the art infrastructure in a very dynamic and competitive sector, and support job development and creation. In this way, Telekom Austria will continue to contribute with services that are strategic for the economic and social development of the country. It will also contribute to better position Telekom Austria as a more relevant player in the European telecommunication markets and to be in a position to benefit from growth opportunities in the region.”

CHSH Partner Edith Hlawati said of the deal that, “it was a great pleasure to represent OIAG on this transaction and to negotiate the terms of the shareholders’ agreement that also safeguards Telekom Austria’s interests. We have had a long term relationship with both OIAG and Telekom Austria. The mandate was challenging for the negotiation teams due to the tight time frame for the finalisation of the agreements. As the negotiations took place in Mexico City and Vienna, the legal teams had to work nightshifts and over the Easter holidays. We are all the more happy about the successful completion!“

Hlawati was assisted by CHSH attorneys Christian Aichinger and Elisabeth Gruberm, as well as Partner Bernhard Kofler-Senoner and his merger-control and regulatory team.

Schoenherr has advised Osterreichische Volksbanken (OeVAG) on the sale of its fully-owned subsidiary Volksbank Malta, to Malta-based Mediterranean Bank.

On April 11, 2014, OeVAG and Mediterranean Bank signed a Share Purchase Agreement for 100% of the shares in Volksbank Malta. Closing wlll take place after regulatory approval. As the central institution of the Volksbank sector, Vienna-based OeVAG supports the core business of the 48 regional Volksbanks in Austria. After a carve-out of the international business in 2013, Volksbank Malta today has a balance-sheet size of approximately EUR 150 million and approximately EUR 56 million of equity.

The Schoenherr team advising OeVAG was led by Partner Sascha Hodl, with the involvement of Partner Roman Perner and Associate Philipp Kapl.

OeVAG also received advice from KPMG Financial Services, while Malta’s Fenech & Fenech Advocates served as legal advisors to Mediterranean Bank.

Schoenherr has announced that Stefan Kuehteubl has agreed to join the firm as a Partner and the Head of the firm’s Employment practice as of July 2014.

Kuehteubl will be returning to Schoenherr, where he worked as a member of the Employment team between 1999 and 2004. For the past ten years he has worked at the Engelbrecht und Partner employment law boutique — the past six as a partner.

The Schoenherr employment law team under Stefan Kuehteubl will consist of a total of six lawyers. Kuehteubl advises on contentious and non-contentious employment law, including continuing advice to employers on out of court matters, the drafting of legal opinions and contracts, as well as advising and representing managing directors and management board members. International employment law and employment in the public sector, including in privatized entities, are additional points of focus. His clients include Magna, the City of Vienna (Vienna General Hospital, AKH), MedAustron, the Institute of Science and Technology Austria, and ASSA ABLOY.

“Employment law these days is as exciting as never before. Stefan Kuehteubl is an excellent lawyer who learned his trade at Schoenherr. With Stefan rejoining the firm, we now have the opportunity to strengthen and expand our Employment practice at the partner level. Our goal is clear, namely to also have a leading position in the market in this field of law,” said Christoph Lindinger, Schoenherr’s Managing Partner.

Cerha Hempel Spiegelfeld Hlawati has advised the venture capital arm of the German Bosch Group and the French Groupe SEB in connection with acquisitions of stakes in the Austrian high-tech startup RobArt.

This represents the Bosch Group’s first investment in Austria, and the acquisition was accomplished by means of a capital increase, performed at the same time as the acquisition of a stake in the FCPR Technocom 2 venture capital fund, managed by Innovacom. 

The Bosch Group is a leading global supplier of technology and services with an annual turnover of approximately EUR 46 billion. 

Groupe SEB is a world leader in small electronic household appliances with an annual turnover of approximately EUR 4 billion. The brand portfolio of Groupe SEB includes, among others, Tefal, Rowenta, Moulinex and Krups.

RobArt specializes in the development of autonomous mobile robots for both consumer and industrial applications, all of which are based on Artificial Intelligence Control Unit technology.

“We’re extremely pleased to have advised the Bosch Group and Groupe SEB in connection with this investment”, said Partner Johannes Aehrenthal, a member of the CHSH team on the deal. “This transaction underscores our view that there’s continued interest in innovative Austrian companies,” added Partner Mark Krenn, who also worked on the deal.

Aehrenthal and Krenn were assisted by Associate Stephanie Sauer.

Allen & Overy and Cerha Hempel Spiegelfeld Hlawati have advised Old Mutual on the sale of Skandia Germany and Skandia Austria, part of Old Mutual Wealth, to a Cinven and Hannover Re acquisition vehicle (shortly to be renamed Heidelberger Leben Group).

The transaction volume is EUR 220 million in cash, plus interest to completion. The transaction is still subject to regulatory approvals and other customary conditions and is expected to be completed by the end of the third quarter of 2014. With this sale, Old Mutual Wealth intends to simplify its operations in Europe and focus on a select number of core growth markets. 

Old Mutual provides life insurance, asset management, and banking and property and casualty insurance to more than 16 million customers in Africa, the Americas, Asia, and Europe. The company has been listed on the London and Johannesburg Stock exchanges, among others, since 1999.

The Allen & Overy team was led by Dusseldorf Partner Jan Schroder, assisted by Senior Associate Anne Fischer and Associate Dr Achim Schmid. The team was supported by IP Partner Jens Matthes, Tax Partner Eugen Bogenschutz, Corporate/M&A Partner Stephen Lloyd, Banking Counsel James Taylor, Tax Senior Associate Martin Zackor, Antitrust Associate Vera Thiemann, and IP Associate Miray Kavruk.

CHSH Partners Clemens Hasenauer and Johannes Prinz provided Austrian law advice on the deal.

The Austrian Hohne, In der Maur & Partner Law Firm and Manak Schallabock & Partner Law Firm have appeared before the European Union Court of Justice in a dispute involving the legality of copyright site blocking injunctions predicted to have far-reaching implications.

Hohne, In der Maur & Partner, arguing on behalf of UPC Telekabel, claimed that its client’s services had not infringed a copyright for purposes of relevant EU regulations because it did not have any business relationship with the operators of the website providing downloading or “streaming” of films without permission, and because it had not been established that its own customers acted unlawfully — and that, in any event, the various blocking measures which were contemplated could be technically circumvented and were, in some cases, excessively costly. The Court, in a lengthy decision accessible here, ruled that EU law did not preclude court injunctions requiring that access to such sites be blocked, “provided that (i) the measures taken do not unnecessarily deprive internet users of the possibility of lawfully accessing the information available and (ii) that those measures have the effect of preventing un-authorized access to the protected subject-matter or, at least, of making it difficult to achieve and of seriously discouraging internet users who are using the services of the addressee of that injunction from accessing the subject-matter that has been made available to them in breach of the intellectual property right, that being a matter for the national authorities and courts to establish.”

UPC Telekabel Wien was represented by Markus Bulgarini and Thomas Hohne of Hohne, In der Maur & Partner Rechtsanwalte. The producers of the films that had been made available without permission, Constantin Film Verleih and Wega Filmproduktionsgesellschaft, were represented by Andreas Manak and Nikolaus Kraft of Manak Schallabock & Partner Rechtsanwalte.

Fellner Wratzfeld & Partner has represented BAWAG in connection with the repayment of the entire participation capital subscribed by the Republic of Austria.

In December of 2009, BAWAG issued participation capital in the amount of EUR 550 million. On the basis of the Austrian Financial Market Stability Act, the Republic of Austria subscribed for the participation capital which served to strengthen the tier 1 capital of Austrian banks after the financial crisis and was held by FIMBAG Finanzmarktbeteiligung Aktiengesellschaft as the Republic’s trustee.

In June 2013, December 2013 and March 2014, BAWAG repaid parts of the participation capital, and it has now completed this process by transferring a last tranche in the amount of EUR 350 million.

The Fellner, Wratzfeld & Partner transaction team advising BAWAG was led by Partner Markus Fellner and Attorney Christian Thaler.