Mergers & Acquisitions
We have been one of Germany’s leading advisers regarding mid-cap mergers and acquisitions for many years (Legal 500: Europe, Middle East & Africa 2012).
Each year, our M&A team helps carry out more than 100 transactions, many with an international focus. Be it a share deal, asset deal or complex transaction structure, we assist our domestic and international clients with the planning, structuring, financing and implementation of all phases of a transaction.
We will advise you from the perspective of the buyer or seller, also in complex bidding processes (including as part of the participation in international consortiums). We help our clients plan procedures and organize digital and physical data rooms, evaluate offers in the bidding process and conduct parallel contract negotiating with selected bidders.
Private equity investments are becoming increasingly important in business. Companies firmly established in the marketplace need capital to grow and turn their ideas into a reality. Private funds provide this capital in exchange for a stake in the company.
We advise the funds on their investments, be it in the form of a management buyout (MBO), management buy-in (MBI) or a minority stake. Of course, we provide support in the sale of a company by financial investors (“exit”).
We also help companies devise optimal finance structures. This work covers both an investment by financial investors and the provision of equity and mezzanine finance by third parties. In the case of MBOs or MBIs, we assist management with drafting and negotiating agreements with financial investors.
Our areas of specialization:
Legal/tax due diligence review of the target company
Drafting and negotiating investment agreements, partnership agreements, bylaws as well as sale and purchase agreements for MBO and MBI structures
Assistance with third-party finance in MBO and MBI structures
Structuring and negotiating of other finance components, including mezzanine finance and loans
Drafting and negotiating employment contracts for management
Restructuring following a participation by financial investors
Venture capital finance is primarily provided to fledgling companies that require capital during the start-up phase to make their business ideas a reality. We advise investors who want to make early-stage or even risk-capital investments, be it in the form of a management buyout (MBO), a management buy-in (MBI) or a minority stake. And, of course, we provide support in the sale of a company by financial investors (“exit”).
We also help companies devise optimal finance structures. This work covers both an investment by financial investors and the provision of equity and mezzanine finance by third parties. In the case of MBOs or MBIs, we assist management in drafting and negotiating agreements with financial investors.
Our areas of specialization:
Legal/tax due diligence review of the target company
Drafting and negotiating investment agreements, partnership agreements and bylaws as well as sale and purchase agreements for MBO and MBI structures
Assistance with third-party financing in MBO and MBI structures
Structuring and negotiating other finance components, including mezzanine finance and loans
Drafting and negotiating employment contracts for management
Restructuring following the participation of financial investors
References
On 15 July 2020, TeamViewer signed a definitive agreement to acquire Ubimax. GvW Graf von Westphalen advised the sellers of Ubimax on the sale of the company.
The Goettingen-based MDAX company Sartorius has acquired three business units in the field of bioanalytics and bioprocess technology from the U.S. company Danaher by way a mixed share/asset deal following the successful participation in an auction process.
GvW Graf von Westphalen hat T.A. Cook und ihre Gesellschafter bei der Veräußerung ihres Unternehmens an Accenture beraten.
Wyndham Worldwide Corporation has sold its European vactation home business to Platinum Equity, LLC. The transaction with a sales volume of 1.3 billion US dollars has now been successfully closed. GvW Graf von Westphalen advised the American hotel group with regard to German law.
DFS Deutsche Flugsicherung GmbH ("DFS") is enhancing its software development competency in the field of drone technology: Through its subsidiary DFS International Business Services GmbH, DFS has acquired 23.6 percent in Unifly NV and is, thus, the largest shareholder of the Belgian software development company which specializes in operational air traffic management system for unmanned aircraft systems. GvW Graf von Westphalen supported DFS in this transaction.