Gleiss Lutz has advised Derby Cycle AG, Germany's largest bicycle manufacturer by sales, on a strategic cooperation with Pon Holdings B.V. from the Netherlands. The business combination agreement executed yesterday provides that Pon will make a voluntary takeover offer through its subsidiary Pon Holdings Germany GmbH to all shareholders of Derby Cycle AG to acquire their shares in return for a cash consideration of EUR 28 per share. The offer values Derby Cycle’s equity at EUR 210 million.
The business combination agreement further stipulates that Derby Cycle will retain its independence and stock exchange listing for at least 18 months, that Pon does not intend to change the members of the executive board and that Pon will support Derby Cycle’s further growth.
Pon is one of the largest family-owned businesses in the Netherlands with a focus on the mobility sector.
Derby Cycle’s Dutch competitor Accell had also expressed its interest in the German bicycle manufacturer, increasing its stake in Derby Cycle to over 22 percent in late August. Derby Cycle, however, rejected a merger with Accell.
The following team of Gleiss Lutz lawyers advised Derby Cycle on the transaction: Dr. Stephan Aubel (partner, corporate/M&A and capital markets, Frankfurt), Martin Hitzer (partner, corporate/M&A, Düsseldorf, both lead), Dr. Birgit Colbus (competition/antitrust, Frankfurt), Dr. Holger Düchting (corporate/M&A, Düsseldorf), Melanie Barwich, Michael Obst and Vanessa Maier (all corporate/M&A, Frankfurt).
Gleiss Lutz previously advised the consortium of banks headed by joint lead managers and joint bookrunners equinet Bank Aktiengesellschaft and BHF-BANK Aktiengesellschaft on Derby Cycle AG’s IPO in January 2011.
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