Gleiss Lutz advises LANXESS on formation of joint venture with Advent for high-performance engi-neering polymers
Specialty chemicals group LANXESS and private equity investor Advent International are establishing a joint venture for high-performance engineering polymers. The two companies signed an agreement on 31 May 2022 for the acquisition of the DSM Engineering Materials business (DEM) from Dutch group Royal DSM. This business is to be contributed to the new joint venture. The purchase price of around EUR 3.7 billion will be financed by the joint venture through equity from Advent as well as outside capital.
DEM is one of the world's leading suppliers of high-performance specialty materials for the electronics, electrical and consumer goods sectors. Its products include polyamides as well as numerous specialty plastics. Approximately 2,100 employees work for this business unit across 8 production and 7 research sites worldwide, generating sales of some EUR 1.5 billion.
LANXESS is also contributing its High Performance Materials (HPM) business to the joint venture and will receive an initial payment of at least EUR 1.1 billion and a share of up to 40% in the future joint venture. Advent will hold at least 60%. HPM is one of the leading suppliers of high-performance polymers for use in the automotive industry, in particular. The business generates annual sales of around EUR 1.5 billion. HPM has around 1,900 employees across 10 production and 7 research sites worldwide.
The transaction is still subject to approval by the competent authorities. Closing is expected to take place in the first half of 2023.
In-house, the transaction was handled by Dr. Judith Etzbach (Head of Corporate & Legal M&A, lead), Markus Lehner (General Counsel), Dr. Matthias Rücker (Head of Legal), Dr. Holger Düchting (Legal Counsel, M&A), Jana Upschulte (Legal Counsel, M&A), Vera Thiemann (Legal Counsel, Antitrust), Astrid Büttner (Senior Legal Counsel, Labour Law), Richard Suermann (Legal Counsel, M&A) and Dr. Sascha Werner (Senior Legal Counsel, Commercial & Regulatory).
The following Gleiss Lutz team headed by Dr. Jan Balssen (Munich), Dr. Thomas Menke (Düsseldorf, both partners, lead) and Dr. Olaf Hohlefelder (Munich, all M&A) advised LANXESS extensively on all aspects of the above transaction: Dr. Adrian Bingel (partner, Corporate and Capital Markets, Stuttgart), Dr. Julius Scheifele (M&A, Munich), Dr. Reimund von der Höhe, Dr. Fabian Mumme, Kai Zimutta (all M&A, Düsseldorf), Teresa Link, Oliver Wolf, Maximilian Imre (all Corporate and Capital Markets, Stuttgart), Dr. Stefan Mayer (partner), Dr. Leonhard Kornwachs, Bianca Moser (all Tax, Frankfurt), Dr. Petra Linsmeier, Dr. Ingo Brinker (both partners), Dr. Iris Benedikt-Buckenleib (counsel), Dr. Tobias Klemm (all Competition/Antitrust, Munich), Dr. Jacob von Andreae (partner), Aylin Hoffs (both Foreign Trade, Düsseldorf), Dr. Steffen Krieger (partner), Patrick Müller (both Employment, Düsseldorf), Dr. Frank Schlobach (partner), Dr. Katja Lehr (counsel, both Financing, Frankfurt), Konrad Discher (counsel, Real Estate, Frankfurt), Dr. Herwig Lux (counsel), Dr. Christopher Noll (both IP/IT, Stuttgart), Dr. Matthias Werner (counsel), Felizitas Casper (both Commercial, Munich).
A team from Stibbe (Egbert Vroom, Amsterdam) advised on Dutch law (acquisition of DSM's Engineering Materials business).