Gleiss Lutz advises Schaltbau Holding on public takeover offer by Carlyle Group and investment agreement

​A Gleiss Lutz-team is advising listed Schaltbau Holding AG, an internationally leading supplier of technological components and systems for mobile and stationary transportation technology and the capital goods industry, on a public takeover offer by Voltage BidCo GmbH, a wholly owned subsidiary of funds advised by The Carlyle Group ("Carlyle"), and the conclusion of an investor agreement with Carlyle.

The strategic partnership with Carlyle will enable Schaltbau to further pursue and significantly accelerate the profitable growth path. In this context, the investor has announced its intention to launch a voluntary public cash takeover offer for all outstanding shares of Schaltbau. The Bidder intends to offer a price of EUR 53.50 in cash per Schaltbau Share to the shareholders as well as to the holders of the mandatory convertible bonds issued by Schaltbau in April 2021. With approximately eleven million shares outstanding, the transaction has a volume of approximately EUR 584 million.

Carlyle has secured irrevocable undertakings from several existing shareholders, representing approx. 69 Prozent of the total share capital to tender their shares into the offer. According to the investment agreement, the offer will not be subject to a minimum acceptance threshold and will have only limited customary conditions, in particular merger control clearance.

With $276 billion of assets under management as of June 30, 2021, the Carlyle Group, headquartered in Washington D.C., is a major global investment firm. The firm has 27 offices around the globe, including a subsidiary in Munich, Germany.

Schaltbau Holding AG is listed in the Prime Standard segment of the regulated market of Deutsche Börse AG in Frankfurt am Main. With annual Group revenue in the region of EUR 500 million and around 3,000 employees, Schaltbau is an internationally leading supplier of systems and components in the field of transportation technology and the capital goods industry.

The following Gleiss Lutz team advises Schaltbau Holding AG: Dr Stephan Aubel (partner, Frankfurt), Martin Hitzer (partner, Dusseldorf, both lead), Alexander Gebhardt (counsel), Dr Maximilian Hirsch, Jannik Hermes (all Frankfurt), Dr Walter Andert (Berlin, all corporate/capital markets), Dr Kai Birke (partner, finance, Frankfurt), Katharina Bein, Dr Charlotte Evers (both corporate), Antonia Harbusch (competition), Dr Steffen Krieger (partner, all Dusseldorf), Prof Dr Christian Arnold (partner, Stuttgart, both employment), Dr Thorsten Gayk (counsel, corporate, Hamburg).

Inhouse, the transaction has been handled by General Counsel Thomas Wolf.

Gleiss Lutz advised Schaltbau already in spring 2021 on the public offering as well as the issuance of a mandatory convertible bond, the conclusion of a pre-placement agreement and its general meeting.