Gleiss Lutz advises SLM Solutions on a capital increase as well as changes in its management board and supervisory board
A Gleiss Lutz team advised SLM Solutions Group AG (“SLM”) regarding a capital increase, which had been resolved by its management board and supervisory board on 28 March 2019, by around 10 percent under exclusion of the shareholders' subscription right, as well as on the conclusion of investment agreements. Additionally, Gleiss Lutz advised SLM on the appointment of the new chairman of the management board (CEO) and on announced changes in the composition of the supervisory board.
The new shares that were issued in the course of the capital increase were placed with funds which are advised by Elliott Advisors (UK) Limited (“Elliott”) with the obligation to resell 20 percent of the new shares at the same terms to funds which are managed by ENA Investment Capital LLP (“ENA”). The new shares will most likely be added to the current listing on the Prime Standard of the Frankfurt Stock Exchange in April 2019.
Moreover, Gleiss Lutz advised SLM on the appointment of its new CEO, who will take office on 1 May 2019, as well as on upcoming changes in the supervisory board: three of the six members of the supervisory board will be resigning from their office in April or June 2019. In consultation with Elliott, SLM’s largest shareholder, the company is contemplating nominating three candidates who stand out due to their particular experience in additive and industrial manufacturing, as well as with capital markets, to be appointed by the court or elected to the supervisory board of SLM.
SLM, with its registered office in Lübeck, is a leading provider of metal-based additive manufacturing technology. The company’s shares are traded in the Prime Standard segment of the Frankfurt Stock Exchange. The company focuses on the development, assembly and sale of machines and integrated system solutions in the field of selective laser melting. SLM currently has over 400 employees in Germany, Austria, France, Italy, the US, Singapore, Russia, India and China. Its products are utilised worldwide by customers from the aerospace, energy, healthcare and automotive industries.
The following Gleiss Lutz team provided SLM with advice on corporate, capital markets and employment law: Dr. Stephan Aubel (partner, lead), Jan-Rasmus Roßkamp, Alexander Gebhardt, Dr. Walter Andert, Jannik Hermes (all corporate and capital markets law), Dr. Thomas Winzer (partner), Dr. Tobias Abend (both employment, all Frankfurt).
General counsel Dennis Schäfer of SLM Solutions Group AG acted as internal counsel regarding the transaction.
Gleiss Lutz advises SLM Solutions on a regular basis, including on the company’s IPO in 2014, a public takeover offer by GE Aviation in 2016, as well as the issuance of a convertible bond in 2017.