Gleiss Lutz advises SinnerSchrader on business combination agreement with Accenture and public takeover offer
Gleiss Lutz is advising leading German full-service digital agency SinnerSchrader Aktiengesellschaft (“SinnerSchrader”) in connection with the acquisition of a majority stake by Accenture Digital Holdings GmbH (“Accenture”), a member of the Accenture Group, the conclusion of a business combination agreement, and the next steps in the takeover process. SinnerSchrader’s shares are traded in the Prime Standard segment of the Frankfurt Stock Exchange. The transaction is subject to the customary closing conditions and is expected to close in the first half of 2017.
Under the terms of the business combination agreement Accenture will make SinnerSchrader shareholders a voluntary public takeover offer for a cash consideration of EUR 9.00 per share. Accenture also entered into share purchase and transfer agreements with SinnerSchrader’s main shareholders as well as SinnerSchrader itself on 20 February 2017. The transaction will secure Accenture around 62% of SinnerSchrader shares provided that the acquisition of control is approved by the competent competition authorities in Germany and Austria.
Accenture, the world’s largest digital agency, has also made a commitment to preserve, and even expand, SinnerSchrader’s existing sites. The aim of the intended cooperation and busi-ness concentration is for the companies to jointly develop digital transformation solutions based on a combination of advice, design and technology. Accenture’s motive for the planned acquisition is to continue growing its Accenture Interactive agency in Germany and to strengthen its customer experience design operations as well as the development of digital strategies and mobile services. It also plans to enhance its e-commerce and content marketing service profile.
SinnerSchrader was represented by a team of lawyers led by Dr. Jörn Wöbke (partner, Hamburg) and Martin Hitzer (partner, Düsseldorf) (both corporate/M&A). The following Gleiss Lutz lawyers were involved: Dr. Christian Mencke (counsel), Dr. Nadja Al-Wraikat (both Hamburg), Dr. Hilmar Hütten, Dr. Marc Seeger (both Düsseldorf) (all corporate/M&A), Dr. Stefan Lingemann (partner, Hamburg), Josefine Chakrabarti (Berlin) (both employment), Dr. Petra Linsmeier (partner, competition/antitrust, Munich).