Gleiss Lutz advises SLM Solutions on conclusion of a financing agreement with Elliott and the planned issue of convertible bonds
A Gleiss Lutz team has advised the listed SLM Solutions Group AG (“SLM”), a leading supplier of metal-based additive manufacturing technology (3-D printing), on the conclusion of a financing agreement with its largest shareholder, Cornwall GmbH & Co. KG, a company advised by Elliott Advisors (UK) Limited (“Elliott”).
Among other things, Cornwall has undertaken in this agreement, subject to certain conditions, to subscribe for convertible bonds with a total volume of approx. EUR 60 million that SLM intends to issue in up to three tranches by 30 September 2023 at the latest. To this end, in June 2020 SLM intends to offer its shareholders and the holders of its 2017/2022 convertible bond a first tranche of the new convertible bonds with a volume of EUR 15 million for subscription. The new convertible bonds will be offered on the basis of a prospectus to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht / BaFin) and published by the Company; it will be made available on the company’s website at www.slm-solutions.com.
The terms and conditions of the new convertible bonds will provide, inter alia, that SLM will offer their holders up to two further tranches of convertible bonds with a total nominal amount of approx. EUR 45 million for subscription, on essentially identical terms, if certain conditions are met – dependent largely on the company achieving its future growth targets – or waived by the majority of the holders of the new convertible bonds.
Lübeck-based SLM Solutions Group AG is a leading provider of metal-based additive manufacturing technology. Its shares are traded in the Prime Standard segment of the Frankfurt Stock Exchange. SLM focuses on the development, assembly and sale of selective laser melting machinery and integrated system solutions and currently has a workforce of more than 400 across Germany, China, France, India, Italy, Canada, Russia, Singapore and the U.S. SLM products are used worldwide in the aerospace, energy, healthcare and automotive industries.
The following Gleiss Lutz team advised SLM on the financing: Dr. Stephan Aubel (partner, lead, corporate and capital markets), Dr. Kai Arne Birke (partner, finance), Alexander Gebhardt (counsel, all Frankfurt), Dr. Walter Andert (Berlin, both capital markets) and Marina Stoklasa (compliance and capital markets, Frankfurt).
Gleiss Lutz has advised SLM Solutions on a number of occasions, including on the company’s IPO in 2014, a public takeover offer by GE Aviation in 2016, the issue of convertible bonds in 2017, and on a capital increase and changes within the management and supervisory boards in 2019.