Stuttgart – The Japanese machine tooling manufacturer, DMG MORI CO., LTD., and its German subsidiary DMG MORI AG (formerly GILDEMEISTER AG) have reached an important milestone in their long-standing close cooperation and the integration of both companies. The domination and profit and loss transfer agreement that was concluded on June 2, 2016 between DMG MORI GmbH, a subsidiary of DMG MORI CO., LTD., and DMG MORI AG has become effective last Wednesday, August 24, 2016 with its entry into the commercial register after the general shareholders' meeting of DMG MORI AG had approved the agreement on July 15, 2016. The now established contractual group relationship paves the way for the planned full corporate integration. Moreover, the contractual cash compensation offer to the outside shareholders may now be accepted.
Just in spring 2015, DMG MORI CO., LTD. together with DMG MORI AG had set out the key points for the planned merger in a Business Combination Agreement and on this basis successfully completed a public tender offer. In April 2016, DMG MORI CO., LTD. has then acquired further share packages from international investors and thus increased its shareholding in DMG MORI AG to more than 75 %, which is a prerequisite for the conclusion of a domination and profit and loss transfer agreement.
Dr Antje-Kathrin Uhl and lead partner, Dr Karsten Heider, and Dr Bodo Schmidt-Schmiedebach provided DMG MORI CO., LTD. with comprehensive advice on the share purchases, on issues of law relating to corporate groups and corporate governance and on the conclusion of the domination and profit and loss transfer agreement. CMS has been advising DMG MORI CO., LTD. for many years, among other things on the conclusion of the Business Combination Agreement 2015, the subsequent successful public tender offer to the shareholders of DMG MORI AG and on employment and service contract law.
With more than 12,000 employees worldwide and revenues of more than EUR 3 billion DMG MORI CO., LTD., with its registered office in Yamato-Koriyama, Nara, Japan, and DMG MORI AG, with its registered office in Bielefeld, Germany, have assumed leading roles in the global market. Both the completed measures and the future measures will contribute towards reinforcing the position of the group as the largest company in the industry worldwide.
The shares of DMG MORI AG are quoted in the Prime Standard of the Frankfurt Stock Exchange and are listed on the MDAX index.
CMS Hasche Sigle
Dr Antje-Kathrin Uhl, Client Relationship Partner and employment and service contract law
Dr Karsten Heider, Lead Partner
Dr Bodo Schmidt-Schmiedebach, Senior Associate, both stock corporation, capital markets and takeover law