Category: Austria

CMS has advised green electricity provider eFriends on the sale of a 24% stake to RWA Raiffeisen Ware Austria.

Financial terms were not disclosed.

According to CMS, the transaction has been described as “forward-looking” in the energy sector, and the firm reported that it “provides important impulses to further promote the sustainable production and distribution of regional solar electricity in Austria.”

The eFriends company enables “direct exchange and sale of solar power on a private basis,” reports CMS. “Users can share self-produced surplus solar power with other users in real-time. All that is required is the ‘eFriends Energy Control,’ which is simply installed in the distribution panel. With 500 participating households, eFriends is currently the largest (private) energy community in Austria.”

CMS’s team included Partner Johannes Trenkwalder, Attorney Georg Gutfleisch, and Senior Associate Sanela Fuerstenberg.

CMS did not reply to our inquiry on the matter.

BPV Huegel and Lenz & Staehelin have advised Raiffeisen Informatik on the sale of the remaining shares in SoftwareONE Holding in an accelerated book-building process. Citigroup, Credit Suisse, J.P. Morgan and UBS acted as joint bookrunners for the placement.

According to BPV Huegel, “Raiffeisen Informatik sold the remaining 4,402,835 shares, corresponding to approximately 2.78% of the share capital of SoftwareONE, at a price of CHF 25.25 per share, for the total proceeds of approximately CHF 111 million. The shares were successfully placed at a price very close to the daily closing price of CHF 25.85, thus with a discount of only about 2.3%.”

SoftwareONE, headquartered in Switzerland, is a provider of end-to-end software and cloud technology solutions. With approximately 5,800 employees and sales and service capacities in 90 countries, SoftwareONE offers software and cloud solutions from more than 7,500 publishers to approximately 65,000 business customers. The shares of SoftwareONE (SWON) are listed on the SIX Swiss Exchange. 

This case marks the exit of Raiffeisen Informatik from SoftwareOne, after a previous sale of shares in June of this year (as reported by CEE Legal Matters on July 2, 2020). 

BPV Huegel’s team included Partners Thomas Lettau and Christoph Nauer and Attorney-at-Law Roland Juill.

Lenz & Staehelin team included Partner Patrick Schleiffer and Associate Patrick Scharli.

Binder Groesswang and Willkie Farr & Gallagher have advised private equity investment company Ardian on the sale of Gantner Electronic Austria Holding GmbH to Salto Systems. Wolf Theiss and Spanish law firm Garrigues advised Salto Systems on the transaction.

Financial details were not disclosed. 

The Gantner Group, based in Nuziders, in the Austrian state of Vorarlberg, specializes in electronic access, ticketing, and accounting systems as well as intelligent locker systems.

Salto Systems S.L. is the parent company of the Spanish Salto Group. It develops and manufactures access control solutions.

Binder Groesswang’s team included Partners Thomas Schirmer, Christian Wimpissinger, Christian Zwick, and Ingeborg Edel, Counsel Michael Horak, Lawyers Moritz Salzgeber, Philipp Spring, Clemens Willvonseder, and Anna Foerstel, and Trainee Lawyers Hermann Beurle and Felix Fuith.

Wolf Theiss’s team included Partners Hartwig Kienast and Karl Binder, Counsels Eva Stadler and Jochen Anweiler, Senior Associates Michael Kienzl and Isabel Firneis, and Associates Martina Hiebl, Simona Shpilsky, Clemens Pretscher, Phillip Wrabetz, Michael Meindl, Dorothea Rauchegger, Georg Knafl, Martin Gassler, and Paul Krepil.

Garrigues’ team in Spain was led by Partner Carla Frangoni.

CMS has advised Bechtle AG on its acquisition of Dataformers GmbH.

Financial details of the transaction were not disclosed, and closing remains subject to approval by antitrust authorities.

Bechtle AG is the operator of seventy-five IT system houses in Germany, Austria, and Switzerland. The company was founded in 1983 and currently employs over 12,000 people. Bechtle’s turnover in 2019 was around EUR 5.37 billion.

Dataformers is a software developer headquartered in Linz and operating in that city, as well as in Vienna and Eisenstadt. The company’s turnover last year was approximately EUR 5.5 million. 

The CMS team included Partners Tobias Schneider, Dieter Zandler, and Johannes Trenkwalder, and Associate Vanessa Horaceck.

Binder Groesswang has advised UBM Development on the EUR 50 million sale of its housing project in Vienna’s Nordbahnviertel district to the Buwog Group. The Grama Schwaighofer Vondrak law firm advised Buwog on the deal.

Binder Groesswang reported that, as part of the project, “UBM Development is constructing three buildings with a total of 181 privately financed residential, commercial, and shopping units on an area of 85 hectares.” According to the firm, “the area is in close proximity to the city center and only a few minutes away from the Prater park and the Danube Island.”

Binder Groesswang’s team consisted of Partner Markus Uitz and Senior Associate Michael Delitz.

The GSV team consisted of Partners Georg Zacherl and Andreas Schwaighofer, Lawyer Maximilian Waldstein, and Associates Philipp Merzo and Sarah Rosenthaler.

CMS Austria has advised Oesterreichische Nationalbank on the Felix Austria project, which seeks to modernize the processing of bulk payment transactions in Austria.

According to CMS, “OeNB, together with a large number of other Austrian banking groups, has reorganized the market infrastructure for account-to-account transfers in Austria.” According to the firm, OeNB, working with Payment Services Austria, has worked on the project for a year and a half. “PSA is Austria’s leading player for effecting cashless payment transactions for Austrian banks. Following the Felix Austria project, it will assume, as of 2021, responsibility as a shared services platform for Austrian banks regarding the operational clearing business for the processing of bulk payment transactions from OeNB and its affiliate Geldservice Austria.”

CMS’s team included Partners Alexander Rakosi, Stefan Paulmayer, Dieter Zandler, Clemens Grossmayer, Sibylle Novak, Andrea Potz, Robert Keisler, and Egon Engin-Deniz, Counsel Hans Lederer, Attorneys Florian Mayer, Marlene Wimmer-Nistelberger, and Johannes Scharf, Associates Linda Marterer, Vanessa Horacek, Andreas Lichtenberger, Martin Rainer, and Matthias Emich, and Legal Assistants Alexandros Hantasch and Mark Timar.

Binder Groesswang has advised Lafayette Mittelstand Capital on its acquisition of the elevator cable business from the Gebauer & Griller Group as part of a carve-out. DLA Piper advised Gebauer & Griller on the deal, which closed in early October.

Binder Groesswang describes Lafayette Mittelstand Capital as “a medium-sized company investor that focuses on targets from the DACH region in carve-out and special situations.” According to the firm, “the elevator division acquired includes locations in Austria, Slovakia, and India and employs around 400 people. Under the new name Geba Cables, it will support its global customers in implementing their growth targets in the coming years. The product portfolio ranges from conventional flat cables and designs with integrated data elements to specific solutions with fiber optic cables. In addition, customized just-in-sequence cable harnesses are made available to customers for each elevator system.”

Binder Groesswang’s team included Partner Gottfried Gassner, Attorney Georg Wabl, and Trainees Philipp Martin Schanner and Markus Sacherer.

Roedl & Partner’s team was led by Christoph Hinz.

DLA Piper’s team included Partner Christoph Mager, Counsels Michaela Wernitznig-Kittel and Lothar Farthofer, and Senior Associate Martina Peric.

Binder Groesswang, working alongside lead counsel Bird & Bird, has advised European investment fund Cube Infrastructure Fund II on the acquisition of a majority stake in Switzerland’s Heliot Group.

Financial details were not disclosed.

According to Binder Groesswang, “as part of the combined transaction, Cube indirectly acquired a strategic majority of 86% of the shares in the companies of the Heliot Group. At the same time, Cube’s investment in the Heliot Group enables the Swiss company to acquire Sigfox’s 0G network in Germany. This means that the Heliot Group now combines the 0G networks of the four countries Germany, Austria, Switzerland, and Liechtenstein, making the Heliot Group the operator of the largest 0G network in Europe. Cube’s goal is to accelerate the growth of this essential and exclusive IoT infrastructure in Europe and especially in the DACH region.”

Heliot, founded in Switzerland in 2017, is the exclusive operator of the Sigfox-IoT-LPWA network in Austria, Liechtenstein, and Switzerland. The Low-Power-Wide-Area radio standard uses a low-frequency radio technology for Internet-of-Things, which can transport messages over long distances with low radiation, at low cost and with low battery consumption.

Binder Groesswang’s team included Partners Gottfried Gassner and Johannes Barbist, Senior Associates Mona Holzgruber, Regina Kroll, and Johannes Bammer, and Associate Nina Niederstrasser.

Binder Groesswang was unable to provide additional information on the matter.

As of 11 October 2020 the EU FDI Screening Regulation is in force, ending the long wait for a Union framework to screen foreign direct investments. The umbrella spanned by the EU FDI Regulation is a further (crucial) building block in the EU’s endeavors to tighten and coordinate the screening of foreign direct investments.

New regimes and higher scrutiny across the EU

The EU FDI Screening Regulation centres around a cooperation mechanism which allows EU Member States and the European Commission (EC) to exchange information and raise concerns related to specific investments. By this token, it enables the EC to issue opinions when an investment poses a threat to the security or public order of more than one Member State, or when an investment could undermine a project of EU interest. Thus, going forward, Member States and the EC will be able to exchange and cooperate on incoming foreign direct investments in the framework of a structured process.

The responsibility for conducting the actual FDI screening will continue to rest with the EU Member States, who have the ultimate decision power to intervene and, in the last resort, prohibit a foreign direct investment. While some (primarily Western European) EU Member States had national screening mechanisms in place already prior to the EU FDI Screening Regulation, FDI screening was for a long time a blank spot on the regulatory landscape for most countries in Central Eastern Europe (CEE). Now, in the wake of the FDI Screening Regulation, national legislators in CEE have followed the EU’s call to tighten already existing regimes or enact new measures to transpose the EU FDI Screening Regulation into national law.

Further CEE jurisdictions are currently in the process of ramping up the screening of foreign direct investments. New FDI screening instruments are in the pipeline in the Czech Republic, Slovakia and Romania and are expected to come into force shortly. As a result, almost all Eastern European Member States will be able to vet foreign direct investments and take part in the Union-wide cooperation mechanism.

Outlook

The entering into force of the EU FDI Screening Regulation completes and adds a further layer to the regulatory FDI framework in the EU. Its spans an EU-wide cooperation mechanism over the national screen instruments that together with the influx of new FDI regimes across the EU (and in particular the CEE) will further tighten the FDI screening in the EU.

By Volker Weiss, Partner, and Constantin Fladerer, Associate, Schoenherr

Schoenherr and Sweden’s Delphi law firm have advised AddLife on its acquisition of all shares in the DACH Medical Group Holding AG. The unidentified sellers were advised by SCWP Schindhelm.

Addlife is a Swedish Medtech company that is listed on the Nasdaq Nordic Exchange. According to Schoenherr, the company “is an independent operator in the Life Sciences industry that offers high-quality products, services and consulting in both the private and public sectors, mainly in the Nordic region and throughout the rest of Europe. The group has annual sales of approximately SEK 4.1 billion (approximately EUR 400 million).” The firm also reports that “DACH Medical Group Holding AG is the parent company of DACH Medical Group with net sales of approximately EUR 14 million, with operations in the advanced surgery product area with headquarters in Switzerland, Austria, and Germany. It markets and sells both own brands and products from leading suppliers in advanced surgery such as laparoscopy and endoscopy, urology, thoracic medicine, and gynecology.”

Schoenherr’s team was led by Partner Christian Herbst and Counsel Maximilian Lang and included Associate Maximilian Nutz and Attorney Teresa Waidmann.