Gleiss Lutz advised the pan-European and listed Swiss Trade and Logistics Group Valora on the acquisition of the bakery group Ditsch/Brezelkönig. As leading manufacturer of lye bread bakery products, the group of companies has more than 230 points of sale in Germany and Switzerland and gives Valora the opportunity to enter into the strongly expanding immediate-consumption food product market. Both parties have agreed that the purchase price will remain confidential.
A portion of the purchase price, amounting to approx. CHF 100 million, will be paid in Valora shares. To that end, Valora will issue 633,599 new shares of the authorised share capital to the vendor, Peter Ditsch. Once the transaction is completed, this will result in Peter Ditsch becoming the anchor shareholder with 18.5% of the outstanding shares. Valora will finance the remainder of the purchase price by drawing on a new CHF 450 million syndicated loan facility, which will replace its current CHF 300 million syndicated loan. The announced divestments (Handelshaus Muttenz, Valora Services Austria) will provide Valora with additional financial flexibility. Completion of the transaction requires approval by the German Cartel Office.
The company Ditsch/Brezelkönig, which has been family-run for three generations, will be integrated as an independent business unit into the Valora Division Retail which operates kiosks and station bookstore companies in Switzerland, Germany, Luxemburg and Austria. The product range includes press, tobacco, food and non-food products as well as services. Valora now operates more than 3000 sales outlets.
Gleiss Lutz acted as Lead Counsel in the transaction, providing extensive advice to Valora and coordinating other international law firms. The Swiss law firm Lenz & Staehelin advised Valora with regard to the capital increase and the syndicated loan facility. Internal legal responsibility for the transaction was assumed by Valora’s General Counsel Dr. Adriano Margiotta.
Valora was advised by the following Gleiss Lutz team: Dr. Patrick Kaffiné (lead, partner, corporate/M&A), Dr. Thomas Winzer (partner, employment, both Frankfurt), Dr. Matthias Sonntag (partner, IP/IT, Düsseldorf), Dr. Wolfgang Bosch (partner, antitrust, Frankfurt), Dr. Tim Weber (partner, real estate, Frankfurt), Dr. Burghard Hildebrandt (partner, administrative, Düsseldorf), Dr. Maximilian von Rom (banking and finance, Frankfurt), Dr. Michael Marquardt (partner, tax, Frankfurt), Dr. Frithjof Behrens, Jan Philipp Mohr (both corporate/M&A, Frankfurt), Dr. Jan Bolt (IP/IT, Düsseldorf), Dr. Christian Vocke, (corporate/M&A, Frankfurt), Dr. Jan Christoph Pfeffer (corporate/M&A, Düsseldorf), Dr. Alexander Fritzsche (antitrust, Frankfurt), Tobias Johannes Abend (employment, Frankfurt), Carolin Möller (IP/IT, Düsseldorf), Jessica Baumann (real estate, Frankfurt), Dr. Eva Koch (administrative) as well as other lawyers from different offices.
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