Gleiss Lutz advises Südzucker on conclusion of delisting agreement with CropEnergies and subsequent delisting offer

A Gleiss Lutz team has advised Südzucker AG on the conclusion of a delisting agreement with CropEnergies AG. On this basis, the executive board, with the approval of the supervisory board, decided on 19 December to submit an unconditional offer to the remaining shareholders of CropEnergies for the acquisition of their shares. Subject to the customary reservations, CropEnergies has undertaken to submit an application to revoke the admission under which its shares are traded on the regulated market of the Frankfurt Stock Exchange before the end of the acquisition offer acceptance period.

The CropEnergies Group is one of Europe’s leading manufacturers of sustainably produced ethanol for the fuel sector and a producer of food and animal feed products. Südzucker currently holds around 69.2% of CropEnergies’ share capital. In the delisting agreement, Südzucker undertook to offer to acquire the shares held by the remaining shareholders of CropEnergies at a cash price of EUR 11.50 per share offered. This corresponds to a valuation of the entire share capital of CropEnergies of just over EUR 1 billion and a premium of EUR 4.71 or 69.4% on the last XETRA closing price of the CropEnergies share on 18 December. The approximately 4.9% directly held by Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG (SZVG) was acquired by the bidder today, increasing the shareholding to 74%.

The offer document for the delisting offer is expected to be published in mid-January 2024 following approval by the German Federal Financial Supervisory Authority (BaFin), with the offer process being completed before the end of February 2024. The offer is fully secured by bridge financing totalling EUR 300 million.

The following Gleiss Lutz team led by Martin Hitzer (partner, Düsseldorf) and Dr. Stephan Aubel (partner, Frankfurt, both corporate and capital markets, both lead) is acting for Südzucker: Dr. Eva Reudelhuber (partner, Finance, Munich), Prof. Christian Arnold (partner, Employment, Stuttgart), Alexander Gebhardt (counsel, Finance, Frankfurt), Katharina Bein (Corporate, Düsseldorf), Dr. Ricarda Zeh (Employment, Stuttgart), Dr. Julia Kathrin Baldus (Finance, Munich), Dr. Charlotte Evers (Corporate, Düsseldorf), Sebastian Dietz (Corporate, Düsseldorf/Hamburg), Pascal Urban (Finance, Frankfurt) and Dr. Walter Andert (Corporate, Berlin).

Dorothee Fischer-Appelt from GreenbergTraurig's London office is advising on US law issues.