Gleiss Lutz has advised AlzChem Group AG (formerly Softmatic AG) comprehensively on the reverse IPO of AlzChem AG. Following a capital increase against contribution–in-kind by way of which all shares in AlzChem AG were transferred to AlzChem Group AG, AlzChem Group AG became the parent company of the AlzChem Group. All shares of AlzChem Group AG will be traded on the regulated market of the Frankfurt Stock Exchange in the segment with additional post-admission obligations (Prime Standard).
As part of the capital increase against contribution-in-kind, the four existing shareholders of AlzChem AG, including AlzChem Group AG’s main shareholder, LIVIA Corporate Development SE (“LIVIA”), were granted a total of 100,323,339 new shares for an issue price per share of EUR 2.30. To enable the outside shareholders of AlzChem Group AG to maintain their participation quota after the capital increase against contribution-in-kind, a rights issue was implemented simultaneously, excluding LIVIA’s subscription rights. In connection with the capital increases against cash and against contribution-in-kind, 101,453,355 new shares were issued in total for an aggregate issue price of approx. EUR 233.3 million and were admitted to trading on the Frankfurt Stock Exchange. Various further corporate measures were resolved in connection with the capital increases, including, inter alia, a fundamental revision of the company’s articles of association, also involving an economic re-establishment (wirtschaftliche Neugründung), a post-formation acquisition procedure (Nachgründung) and the conclusion of an inter-company agreement.
AlzChem is a vertically integrated specialty chemical company with 1,468 employees that produces and markets NCN chain products for diversified markets. Its products are used in a wide variety of sectors, such as fine chemicals and agriculture. The group operates four production facilities in Germany, a carbide plant in Sweden, and subsidiaries in the USA and China. After generating net sales of approx. EUR 327.2 million in 2016, the AlzChem Group’s sales in the first six months of 2017 totalled approx. EUR 182.8 million.
Gleiss Lutz advised the AlzChem Group AG comprehensively on the integration of AlzChem AG and all related corporate and capital market measures. The Gleiss Lutz team comprised Dr. Stephan Aubel (lead, partner), Dr. Cornelius Götze (partner), Jan-Rasmus Rosskamp, Alexander Gebhardt, Dr. Walter Andert, Marina Stoklasa (all corporate and capital markets, Frankfurt) and Dr. Thorsten Gayk (counsel, corporate, Hamburg).
Lead in-house counsel for the main shareholder LIVIA Corporate Development SE was Dr. Axel Koch, who also advised Softmatic AG internally; Mike Neuschel (tax) and Dr. Frhr. Caspar v. Schnurbein also acted for LIVIA.
The other shareholders of AlzChem AG were advised by attorney Steve Röper, Munich.
Elmar Franzen was involved in the transaction as head of AlzChem AG’s legal department.
Die übrigen Aktionäre der AlzChem AG wurden umfassend von Rechtsanwalt Steve Röper, München, beraten. Elmar Franzen begleitete die Transaktion als Leiter der Rechtsabteilung der AlzChem AG.
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