Corporate / M&A

Frankfurt/Main – Consulting firms SIRIUS Consulting & Training, Acuroc Solutions and IQ Solutions have joined forces and will operate as members of the COHEMI Group going forward. The newly formed group will focus on IT, process and organisational consulting services. The aim is to jointly leverage the growth opportunities in the market and create economies of scale at group level. The planned growth will be supported by an investment from Silver Investment Partners (SIP), an independent equity finance investor specialising in medium-sized companies. The existing management of all three companies will remain both operationally and financially involved.A CMS team headed by lead partner Dr Peter Polke advised SIP on all legal aspects of acquisitions made in connection with structuring and expanding the majority stake in the COHEMI Group. Dr Peter Polke previously advised SIP during his time at King & Wood Mallesons. The private equity specialist moved from KWM to CMS with effect from 1 January 2024 and is now reinforcing the private equity practice at CMS. Based in Königstein im Taunus, SIP is an independent equity finance investor for medium-sized companies in Germany, Austria and Switzerland. As an entrepreneurial, experienced and trusted partner, Silver Investment Partners takes majority and minority stakes in companies with revenues of between EUR 5 and 100 million, with a focus on companies in the EUR 10 to 50 million range. The COHEMI Group comprises SIRIUS Consulting & Training GmbH, Acuroc Solutions GmbH and IQ Solutions GmbH. Their operational businesses currently employ almost 100 consultants across four locations in Germany, with the headquarters in Frankfurt am Main. The consulting group’s main focus at present is on IT governance, IT project management, (IT) service management, change management, asset strategy & performance management, data management and software asset and license management. The group intends to steadily expand its portfolio by pursuing a long-term buy-and-build strategy. CMS Germany Dr Peter Polke, Lead Partner Dr Dirk Baukholt, Principal Counsel Hanno Brandt, Senior Associate Julian Buhr, Legal Coordinator, all Corporate/M&A Carsten Domke, Partner Jonas Hötzel, Associate, both Labor, Employment & Pensions Philipp Lotze, Partner Theresa Lenger, Senior Associate, both IP/IT Stefan Lehr, Partner, RegulatoryPress Con­tact presse@cms-hs. com

Munich – Treasury Intelligence Solutions GmbH (TIS) has announced that it has signed a binding agreement to sell a majority stake to global investment firm Marlin Equity Partners (Marlin). TIS, a global leader in cloud-native cash management, liquidity and payment solutions, will use the investment to which Marlin has committed under the terms of the deal to drive forward growth of the company and expand the product range. The transaction is expected to complete in the second quarter of 2024. TIS co-founder Jörg Wiemer, Aquiline Capital Partners LP and the management team will retain a significant minority interest in the company.A CMS team headed by partner Dr Jessica Mo­haupt-Schneider and counsel Dr Christoph Küster advised both the company and the management team on specific legal aspects of concluding the agreement. The company and its management team have thus again relied on CMS’s expertise, after a CMS team recently worked on the acquisition of Cashforce, a Belgian fintech start-up offering AI-powered cash management and cash forecasting solutions. CMS Germany Dr Jessica Mo­haupt-Schneider, Lead Partner Dr Christoph Küster, Lead Counsel Dr Tilman Weichert, Part­ner Mar­i­elouise Emmer, Senior As­so­ci­ate Mat­thi­as Unger, Senior Associate Maria Kucher, Associate, all Corporate/M&A Jörg Schrade, Partner, TaxPress Con­tact presse@cms-hs. com

Hamburg – Panasonic, one of the world's leading electronics manufacturers, has changed parts of its organizational set-up towards a new governance structure for certain of its European entities. They opened new branch offices under its Dutch European headquarter entity, Panasonic Europe B.V. in the UK, Spain and Poland. In Spain and Poland, the staff and certain assets of the existing branch offices of German Panasonic Marketing Europe GmbH have been transferred to the new branches as of 1 April 2024. An international CMS team led by Dr Eckart Gottschalk and Dr Philipp Koch provided comprehensive legal advice to Panasonic on this transaction. The focus was on corporate and employment law advice and the coordination of the various steps in different jurisdictions. CMS Germany worked once again closely with CMS firms from the UK, Spain, Poland and the Netherlands. With its renewed organizational set-up, Panasonic is streamlining its governance structure across Europe. The Panasonic Group, founded in 1918, is today a global leader in developing innovative technologies and solutions for wide-ranging applications in the consumer electronics, housing, automotive, industry, communications and energy sectors worldwide. The Panasonic Group switched to an operating company system on April 1, 2022 with Panasonic Holdings Corporation serving as a holding company and eight companies positioned under its umbrella. The Group reported consolidated net sales of 8,378.9 billion yen (approx. 59.4 billion Euro) for the year ended March 31, 2023. CMS Germany Dr Eckart Gottschalk, Lead Partner, Hamburg Dr Philipp Koch, Counsel, Hamburg Sonja Schanze, Associate, Hamburg Tjorben Drawe, Associate, Hamburg, all Corporate/M&A Dr Daniel Ludwig, Partner, Hamburg Dr Jacob Hinze, Counsel, Hamburg, both Employment law CMS UK Nick Crosbie, Partner, London George Yuill, Senior Company Secretary, London, both Corporate/M&A CMS Spain Luís Miguel de Dios, Partner, Mad­rid Aleksandra Czajka, Senior Associate, Madrid, both Corporate/M&A María José Ramos Aguilar, Senior Associate, Madrid, Employment law CMS Poland Olga Czyzycka-Szczy­giel, Counsel, Warsaw Magdalena Mentrak, Associate, Warsaw, both Corporate/M&A Michał Tutaj, Senior Associate, Warsaw, Employment law CMS Netherlands Britt Straat, Candidate civil law notary, Amsterdam Panasonic Europe Volkhard Pfaff, General Counsel, Wies­baden Daniela Gardiner, Head of Legal Local Sales Operations, Brack­nell Claudia Neif, Head of Legal DACH, Wies­baden Paulina Prugar, Senior Legal Counsel, Warsaw Jaime Corderas, Senior Legal Counsel, Barcelona Markus Rein, HR-Director, Ham­burg Chris­ti­an Konertz, Employee & Labor Relations Manager, HamburgPress Con­tact presse@cms-hs. com

Hamburg – MDAX-listed CTS Eventim AG & Co. KGaA, the number one provider of ticketing services in Europe and number two in the world, has today entered into a put option agreement with companies in the listed French media group Vivendi. This grants Vivendi the right to sell to CTS Eventim all the shares in the companies that are part of its festival and international ticketing activities. Vivendi will now conduct a consultation procedure with the relevant employee representative bodies so that it can decide on accepting the put option. Vivendi’s ticketing business includes See Tickets UK, the second-biggest ticketing firm in England, along with other companies in Europe and the US. These companies sold a total of around 44 million tickets in the 2023 financial year. The deal does not include the shares in Vivendi’s French ticketing company, See Tickets SAS. The festival business operated by Vivendi includes companies from England and France that organise festivals such as Junction 2 and Garorock. CMS advised CTS Eventim on all aspects of the transaction. The team headed by Henrik Drinkuth worked closely with several CMS offices in countries including France, England, Spain, Switzerland and the Netherlands. CMS Germany Dr Henrik Drinkuth, Lead Partner Dr Hendrik Quast, Senior Associate, both Corporate/M&A Prof. Malte Grützmacher, Partner, IT/Data Pro­tec­tion Chris­toff Soltau, Part­ner Al­ex­an­der Laute, Senior Associate, both Competition Dr Martin Gerecke, Partner, Media Law CMS France Alexandra Rohmert Vincent Desbenoit Dylan Allali, all Corporate/M&A Claire Van­nini  Guil­laume Melot, both Competition CMS UK John Enser, TMT Nick Crosbie  Jade Tran  Maria Doran, all Corporate/M&A CMS Spain Luis Miguel De Dios Jorge Peris Hevia, both Corporate/M&A and Commercial CMS Portugal Miguel Santos Ferreira, Corporate/M&A and Commercial CMS Switzerland Stefan Brunnsch­weiler An­drea Relly Anna Mast, all Corporate/M&A CMS Netherlands Elmer Veenman Bob Barnhoorn, both Corporate/M&A and CommercialPress Con­tact presse@cms-hs. com

Ham­burg/Stut­tgart – Main Street Capital Corporation, a publicly traded financial investor based in Houston, Texas, has acquired Maass Global Group through one of its portfolio companies, Gulf Manufacturing, LLC. The Essen-based company is a global leader in the manufacture and sale of flanges and forged specialty products, forged steel bars, seamless tubes and fittings made of duplex, stainless steel and high-nickel alloys. In addition to its headquarters in Essen, the Maas Global Group has further locations in the Netherlands, the United Kingdom, India, Singapore and the United Arab Emirates.A CMS team led by Dr. Eckart Gottschalk and Dr. Kai Wallisch provided comprehensive legal advice to Main Street Capital Corporation on this transaction. In addition to corporate law advice, the focus was on the legal implementation of the financing. As part of the transaction, CMS Germany worked closely with CMS law firms from the Netherlands, Singapore and the United Arab Emirates as well as the American law firm Locke Lord and AZB & Partners from India. Main Street Capital Corporation is a publicly traded investment company with a market capitalization of approximately USD 3.9 billion. It specializes in long-term financing of middle-market companies in various industries through management buyouts, re­cap­it­al­iz­a­tions, growth financing and acquisitions. With the investment to acquire Maas Global Group, Main Street Capital Corporation is deepening its existing investment in the manufacturing of flanges, fittings and other specialty products for industrial applications. CMS Germany Dr. Eckart Gottschalk, Lead Partner Dr. Kai Wallisch, Lead Partner Dr. Paul Kintrup, Senior As­so­ci­ate Mil­itsa Decheva Petrova, Senior Associate Dr. Alexander Weinhold, Senior As­so­ci­ate Tjorben Drawe, Associate Sonja Schanze, As­so­ci­ate Kath­rin Dengel, Associate, all Corporate/M&A Dr. Marc Seibold, Partner Anne Waßmuth, Counsel Carla Kaeber, Associate, all Banking & Finance Dr. Hans Fabian Kiderlen, Principal Counsel Theresa Friedle, Associate, both Real Estate & Public Dr. Michael Kraus, Partner Thomas Fröhlich, Counsel, both TMC Dr. Jacob Hinze, Counsel, Employment Law Dr. Martin Mohr, Partner, Tax Christoff Henrik Soltau, Partner Dr. Robert Bodewig, Senior Associate, both Antitrust, Competition & Trade Kai Neuhaus, Partner Moritz Pottek, Counsel, both Brussel EU Law Office CMS Netherlands Roman Tarlavski, Partner Maarten Feenstra, Associate Fleur Assendelft de Coningh, Associate Anne Fleur Krijthe, Candidate civil law notary CMS Singapore Toby Grainger, Partner Leslie Tay, Associate CMS UAE Patrik Daintry, Partner Fawzi Oueidat, Associate Locke Lord Greg Heath, Partner Nicholas Jennings, Partner Jason Ulezalka, Partner Case Towslee, Associate Jake Chagoury, Associate Mason Marek, Associate AZB & Partners Srinath Dasari, Senior Partner Gautam Rego, Partner Yash Anand, Associate Gopika Menon, AssociatePress Con­tact presse@cms-hs. com

Hamburg – SEFE Securing Energy for Europe GmbH (SEFE) has acquired all the shares in WIGA Transport Beteili­gungs-GmbH & Co. KG (WIGA) from its co-shareholder Wintershall Dea AG. The transaction is currently awaiting approval from the competition authorities. SEFE is wholly owned by the Federal Republic of Germany. WIGA owns regulated gas pipeline operators GASCADE Gastransport GmbH and NEL Gastransport GmbH, who operate one of the largest high-pressure gas networks in Germany with a combined length of around 4,150 kilometres. These networks have a key role to play in European energy security and the green energy transformation. The transaction will strengthen SEFE in its role of ensuring secure and reliable energy supply in Germany and Europe, as well as boosting its hydrogen ex­pert­ise.“With the full acquisition of WIGA as sole shareholder, we are strategically strengthening SEFE as an independent and autonomous midstream company,” commented Reinhard Gorenflos, Chairman of the SEFE Supervisory Board.“SEFE being the sole shareholder of WIGA will ensure that GASCADE can convert the existing high-performance infrastructure to hydrogen in the future. In this way, we can help drive forward the green energy transformation. Transportation infrastructure is a pivotal part of the future hydrogen value chain,” said Dr Egbert Laege, CEO of SEFE. “The two WIGA subsidiaries, GASCADE and NEL, will continue to operate independently and market their capacity in a transparent and non-dis­crim­in­at­ory manner.”SEFE CFO Dr Christian Ohlms highlighted the importance of WIGA with regard to the privatisation of SEFE, which is due to take place by the end of 2028: “With this transaction, which is expected to complete by summer 2024, we are strengthening SEFE’s asset base. Our aim is to continue the long-term development of SEFE on a stable financial footing.”A multinational CMS team headed by Hamburg-based partner Dr Holger Kraft advised SEFE on all aspects of acquiring WIGA. In addition to extensive due diligence on the entire WIGA Group, including GASCADE and NEL, which are regulated under energy law, this work covered negotiation of the share purchase agreement and separate agreements with the shareholders of Wintershall Dea AG. Alongside negotiating the transaction agreements, the advice focused on safeguarding the transaction through several W&I insurance agreements, including negotiating the policies, and handling regulatory issues relating to gas network operation and other public-law matters. CMS Germany worked closely with the CMS law firms in the UK and Luxembourg, and with US law firm Faegre Drinker Biddle & Reath LLP. CMS previously advised the Federal Network Agency (BNetzA) and the Federal Ministry for Economic Affairs and Climate Action in 2022 and 2023 around their trusteeship over SEFE and its subsequent nationalisation by way of corporate actions. The instructions for this transaction followed on from that successful cooperation. About SEFE:As an integrated midstream energy company headquartered in Berlin, SEFE Securing Energy for Europe ensures the security of energy supply in Germany and Europe and is driving the green energy transformation. SEFE is active in trading & portfolio management, sales, transportation and storage of energy and has its strongest presence in Germany and the UK. SEFE employs around 1,500 people and supplies over 50,000 customers, in particular industrial customers and municipal utilities in Germany and seven other European markets. With a sales volume of around 200 TWh of power and gas, SEFE plays a central role in stability of the energy supply in Germany and Europe. SEFE is owned by the Federal Government of Germany. CMS Germany Dr Holger Kraft, Lead Partner Dr Jan Schepke, Partner Matthias Sethmann, Principal Counsel Dr Dirk Baukholt, Principal Coun­sel Char­lotte von der Heydt-von Kalckreuth, Counsel Dr Stefan Kühl, Senior Associate Dr Paul Kintrup, Senior Associate, all Corporate/M&A Dr Rolf Hempel, Partner Dr Friedrich von Burchard, Partner Nicole Köppen, Senior Associate, all Regulatory Dr Hermann Müller, Partner Dr Arno Görlitz, Associate, both Public Commercial Law Dr Martin Mohr, Partner Dr Olaf Thießen, Principal Counsel, both Tax Dr Alexandra Schluck-Amend, Partner Manuel Nann, Senior As­so­ci­ate Pit-Jo­hannes Wagner, Associate, all Restructuring Dr Andreas Hofelich, Partner Dr Mario Brungs, Counsel Dr Lena Pingen, Associate, all Em­ploy­ment/Pen­sions Dr Fritz von Hammerstein, Partner Jan Gröschel, Senior Associate Heike Weyer, Senior Associate, all Public Law Dr Stefan Voß, Partner Tamara Bux, Associate, both Real Estate Dr Sebastian Cording, Partner Martin Krause, Partner Dr Shaya Stender, Associate Joel Coché, Associate, all Commercial Dr Julia Runge, Principal Counsel, Finance Dr Michael Bauer, Part­ner Chris­toff Henrik Soltau, Partner Dr Robert Bodewig, Senior Associate Luisa Thomasberger, Associate, all Antitrust, Competition & Trade CMS UK Russel Hoare, Partner Sam De Silva, Part­ner Jean-Fran­cois Willems, Of Counsel Jennifer Louch, Senior As­so­ci­ate Max­imili­an Weaver, Senior Associate Louisa Mottaz, Associate CMS Luxembourg Angelique Eguether, Senior As­so­ci­ate Guil­laume Flagollet, Managing Associate Faegre Drinker Biddle & Reath LLP (USA) Mollie D. Sitkowski Inhouse at SEFE Securing Energy for Europe GmbH Dr Jörg Kammerer Jörn RimkePress Con­tact presse@cms-hs. com

Munich – CMS advises the sellers of Cardior Pharmaceuticals in the potential acquisition of the company by Novo Nordisk. Novo Nordisk has agreed to acquire Cardior for up to 1.025 billion Euros, including an upfront payment and additional payments if certain development and commercial milestones are achieved. The agreement includes Cardior’s lead compound CDR132L, currently in phase 2 clinical development for the treatment of heart failure. The closing of the acquisition is subject to receipt of applicable regulatory approvals and other customary conditions. It is expected to happen in the second quarter of 2024.A CMS team headed by Lead Partners Stefan-Ulrich Müller, Dr Tilman Weichert and Jörg Schrade advised the sellers of Cardior Pharmaceuticals on all legal aspects of the transaction. Cardior Pharmaceuticals GmbH, based in Hannover, Germany, is a leading clinical-stage bio­phar­ma­ceut­ic­al company pioneering the discovery and development of RNA-based therapeutics designed to prevent, repair and reverse diseases of the heart. The company’s therapeutic approach uses distinctive non-coding RNAs as an innovative platform for addressing the root causes of cardiac dysfunctions. CMS Germany Stefan-Ulrich Müller, Lead Partner Dr Tilman Weichert, Lead Partner Dr Michael Wangemann, Partner Dr Kai Wallisch, Partner Dr Thomas Mühl, Principal Coun­sel Se­basti­an Hummel, Senior As­so­ci­ate Vikt­or­ia Barthel, Senior As­so­ci­ate Mar­i­elouise Emmer, Senior Associate Dr Carl-Friedrich Thoma, Senior Associate Dr Stefan Kühl, Senior Associate Dr Alexander Weinhold, Senior Associate Maria Kucher, Associate Jonas Ohmann, Associate Dr Josephine Doll, Associate Dr Christian Seeburger, Associate Sonja Schanze, Associate, all Corporate/M&A Dr Marie-Luisa Loheide, Associate, Private Clients Jörg Schrade, Lead Partner Eduard Kosavtsev, Senior Associate, both Tax Stefan Lehr, Partner, Antitrust, Competition & Trade Stefan Lüft, Partner, IP Dr Benedikt Forschner, Partner, Labor, Employment & Pensions Dr Markus Kaulartz, Partner Dr Fiona Savary, Counsel Dr Felix Glocker, Senior Associate, all TMC Dr Tilman Niedermaier, Partner Susanne Schwalb, Partner, both Dispute ResolutionPress Con­tact presse@cms-hs. com

Hamburg – Hanseatic Energy Hub GmbH (HEH) has achieved financial close for the project financing to develop and realise the planned terminal for liquefied gases in Stade. Total investment is some EUR 1.6 billion. Achieving financial close represents a major milestone for Hanseatic Energy Hub GmbH’s land-based terminal.A multi-dis­cip­lin­ary and multi-location CMS team headed by Dr Hilke Herchen and Dr Holger Kraft advised Hanseatic Energy Hub GmbH on developing the project and on preparations to secure the project financing. This included corporate law advice with a particular focus on developing and optimising corporate governance, and on the associated links to the project financing. This advice marks a continuation of the existing close cooperation between HEH and CMS. The CMS team has been providing advice on an ongoing basis since the start of the project, with support for project development around corporate, operation & maintenance and real estate matters in particular. This has included advising on various shareholders joining the project, with a recent example being Enagás S.A. as industrial partner in June 2023. The CMS team conducted a comprehensive due diligence check to put the project financing on a solid footing. The first expansion phase of the project will see an emission-free terminal begin operating in 2027. Its infrastructure is also approved for bio-LNG and synthetic natural gas (SNG). At a later stage, the project will be switched over to hydrogen-based energy carriers such as ammonia. The planned regasification capacity is 13.3 billion cubic metres per year and the send-out capacity is 21.7 gigawatt. From March 2024 until the onshore terminal becomes operational, Hanseatic Energy Hub GmbH will also accommodate one of the five FSRUs (Floating Storage and Regasification Units) chartered by the German federal government. CMS Germany Dr Hilke Herchen, Lead Partner Dr Holger Kraft, Lead Partner Matthias Sethmann, Principal Counsel Dr Luise Pelzer, Counsel Dr Stefan Kühl, Senior Associate Dr Carl-Friedrich Thoma, Senior Associate Dr Josephine Doll, As­so­ci­ate Domin­ic Zimmer, Associate Dr Christian Seeburger, Associate, all Corporate/M&A Dr Fritz von Hammerstein, Partner Katja Meisel, Senior Associate Jan Gröschel, Senior Associate, all Per­mit­ting Mar­tin Krause, Partner Dr Sebastian Orthmann, Partner Dr Hans Fabian Kiderlen, Principal Coun­sel Chris­toph­er Schmeckel, Senior Associate Wiebke Westermann, Associate, all Real Estate Dr Friedrich von Burchard, Partner, Energy & Climate Change Dorothée Janzen, Part­ner  Chris­toph Zarth, Partner Robin Azinovic, Associate, all Commercial Dr Kerstin Block, Partner, Banking & Finance  Dr Martin Mohr, Partner Dr Olaf Thießen, Principal Counsel, both Tax Dr Sebastian Cording, Partner Dr Anna Lena Füllsack, Senior Associate, both TMC Dr Michael Bauer, Partner Luisa Thomasberger, Associate, both Antitrust, Competition & Trade Dr Philipp Nonnenmühlen, Counsel, Labor, Employment & Pensions Dr Martin Gerecke, Partner, IP Birgit Wagner, Legal Manager, Smart OperationsPress Con­tact presse@cms-hs. com

The CMS Corporate/M&A Group is pleased to launch the 16th edition of the European M&A Study

Munich – Listed private equity firm Mutares SE & Co. KGaA has signed an agreement to acquire Magirus from the Iveco Group. Magirus is one of the world’s leading providers of firefighting equipment. This new platform investment will enable Mutares to strengthen its Goods & Services segment. The transaction is expected to complete no later than January 2025.A CMS team headed by partner Dr Michael Wangemann advised Mutares on all legal aspects of the acquisition. Mutares regularly relies on the expertise of the CMS team led by Dr Wangemann, including during the recent acquisition of High Precision Components Witten GmbH. Mutares SE & Co. KGaA is a private equity firm based in Munich. It acquires medium-sized companies in transitional situations and parts of large corporations (carve-outs), with the aim of putting them onto a profitable growth path. Mutares’ revenues currently stand at around EUR 5 billion and are expect to rise to 10 billion by 2028. Ulm-based Magirus generates annual sales of more than EUR 300 million. The company has around 1,300 employees across locations in Germany, Italy, Austria and France. It offers products and related aftersales services in the firefighting and disaster control field. CMS Germany Dr Michael Wangemann, Lead Partner Viktoria Barthel, Senior As­so­ci­ate Mar­i­elouise Emmer, Senior Associate, all Corporate/M&A Anna-Lena Löcherbach, Counsel, M&A/Real Estate Susanne Schwalb, Partner, Dispute Res­ol­u­tion Stefan Lüft, Partner Martin Maurer, Senior Associate, both IP Inhouse Legal at Mutares Jan Thöle, General Counsel Inhouse Tax at Mutares Denis Ahluwalia, Head of Tax Julia Hellwig, Senior Manager TaxPress Con­tact presse@cms-hs. com