Gleiss Lutz is advising Siemens, together with an in-house team, on the announced voluntary public takeover offer to acquire all shares in global software company IBS AG. IBS shareholders are to receive EUR 6.10 per share in cash.
In the run-up to the transaction Gleiss Lutz and a Siemens in-house team advised on the negotiation and conclusion of agreements with shareholders in connection with the planned takeover bid. Siemens has signed a share purchase contract with the IBS AG founder, Chief Executive Officer and major shareholder and members of his family, who directly or indirectly hold some 51% of the shares in IBS AG. The completion of this agreement and the takeover offer is conditional, among other things, upon certain antitrust approvals and is subject to a minimum acceptance threshold of 75%. Siemens has also secured an additional 5% or so of the shares through agreements with IBS AG management members and the company itself. These agreements will only be consummated if the takeover offer is completed. Siemens has had a nearly 8% stake in IBS AG since 2007 and therefore now has access to a total stake of 64%.
The Gleiss Lutz team was made up of the following lawyers, most of them from the Munich and Stuttgart offices:
Corporate/M&A: Dr. Christian Cascante (partner, Stuttgart) and Dr. Ralf Morshäuser (partner, Munich, both lead), Dr. Martin Viciano Gofferje, Dr. Dirk Wasmann (partner, both Stuttgart), Roland Sterr, Dr. Tobias Falkner, Dr. Verena Hauser (all Munich), Johannes Schrägle, Dr. Joachim Bielitz, Dr. Adrian Bingel (all Stuttgart)
Real estate: Dr. Philipp Naab (Frankfurt)
Siemens’ in-house team was made up primarily of the following lawyers from the Erlangen and Munich offices: Dr. Harald Voigts (M&A, lead), Annette Schmidt (M&A, both Erlangen), Dr. Elke Grützediek, Dr. Christina Palmes (both capital markets), Dr. Christian Bleiweiß (capital markets/integration), Dr. Holger Hohmann (competition/antitrust) Sabine Ullmann (real estate, all Munich)
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