The Swiss KABA Group (SIX: KABN), which specialises in access and security solutions, has agreed on a merger with the German DORMA Group.
KABA is a listed company and leading provider of access control, enterprise data collection and key systems worldwide with a market capitalisation in excess of EUR 2 billion and annual turnover of more than CHF 1 billion.
DORMA is a corporate group controlled by the Mankel family that offers access solutions and is a global market leader in door closers, automatic door systems and glass fittings. Its annual turnover amounts to more than EUR 1 billion.
The merger, resulting in the dorma+kaba Group, will create a joint venture which, with turnover of more than CHF 2 billion, around 16,000 employees and locations in 53 countries, will be one of the global top 3 companies in the security and access solutions market. The general meeting of KABA Holding AG is to approve the merger on 22 May.
As far as the transaction structure is concerned, the Mankel family will subscribe to 380,000 registered shares from KABA Holding’s authorised capital, thus acquiring a 9.1% stake in KABA Holding AG. KABA Holding AG will then contribute its entire operational business to the current DORMA Holding in return for a 52.5% stake in DORMA Holding. The Merkel family’s stake will accordingly be reduced to 47.5%.
The following team of Gleiss Lutz lawyers advised KABA Holding on the transaction: Dr. Fred Wendt (lead, partner, Corporate/M&A, Hamburg), Dr. Alexander Schwarz, Dr. Stefan Mutter (both partners, Corporate/M&A, Düsseldorf), Dr. Christian Mencke (Corporate/M&A, Hamburg), Dr. Carsten Kruchen (Corporate/M&A, Düsseldorf).
The following lawyers from the firm Homburger advised on Swiss law: Dr. Hansjürg Appenzeller (partner, Corporate/M&A), Eric Sibbern and Dr. Andreas Müller (both Corporate/ M&A).
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