Gleiss Lutz advises HeidelbergCement on billion euro cross-border transaction
Gleiss Lutz advised HeidelbergCement AG on its acquisition of a stake in Italcementi S.p.A., a company listed on the Milan (Italy) stock exchange. HeidelbergCement will be taking over Italmobiliare S.p.A.’s approx. 45% shareholding in Italcementi. The purchase price amounts to (subject to contractual purchase price reductions) 10.60 euros per share and therefore a total of around 1.67 billion euros.
As part of the purchase price, Italmobiliare S.p.A. will acquire at least 7.75 million and at most 10.5 million new no-par value shares in HeidelbergCement AG resulting from a capital increase against non-cash contributions which has not yet been carried out; it will then have a stake of at least 3.96 and at most 5.29 per cent in the increased share capital of HeidelbergCement AG. The execution of the share purchase agreement is subject to, inter alia, approval by the competition authorities, particularly in Europe and in the USA, and is expected to take place in 2016.
In the event that the share purchase agreement is executed, HeidelbergCement or one of its subsidiaries will make a mandatory public cash offer to all remaining Italcementi shareholders to acquire their shares. The overall transaction will be financed through a bridging loan of 4.4 billion euros provided by a bank consortium.
Gleiss Lutz provided comprehensive advice on the transaction and coordinated an international advising team made up of members from Morocco, Egypt, Kuwait, Cyprus, the UK, Canada, China and additional jurisdictions. The law firm Studio Legale Sabelli advised on Italian law issues.
In-house advice at HeidelbergCement was provided by Dr. Ingo Schaffernak (Head of Legal), Dr. Norbert Boese and Dr. Wolfram Gärtner.
HeidelbergCement was advised by the following team of Gleiss Lutz lawyers: Dr. Martin Schockenhoff, Dr. Jochen Tyrolt (both lead, partners, corporate/M&A, Stuttgart), Dr. Vera Rothenburg (partner), Johannes Schrägle, Dr. Stephanie Lumpp, Nico Holtkamp, Dr. Johannes Culmann, Dr. Jan Stenger (all Stuttgart), Dr. Hendrik Plath (Frankfurt, all corporate/M&A), Dr. Ulrich Denzel (partner, Stuttgart), Dr. Wolfgang Bosch (partner, Frankfurt), Dr. Christian von Köckritz (counsel, Brussels), Dr. Philipp Pichler, Susann Markert (both Stuttgart, all competition and antitrust), Dr. Katrin Haußmann (partner, employment, Stuttgart), Dr. Alexander Werder (partner), Dr. Michael Rudolf (both tax, Stuttgart), Dr. Christiane Freytag (counsel, public law, Stuttgart), Dr. Claudia Krapfl (dispute resolution, Stuttgart).
Gleiss Lutz regularly advises HeidelbergCement in a wide range of legal fields. This has included, in recent years, representation in antitrust proceedings, advising on corporate issues as well as on the sale of the maxit Group to Saint Gobain for approx. 2.1 billion euros in 2007.