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CMS advises Astra Rail on establishing joint venture with Greenbrier Europe

28/10/2016

US-based freight wagon manufacturer The Greenbrier Companies, Inc. and its Romanian counterpart, Astra Rail, are forming a joint venture in Europe. Once the transaction has been completed, Greenbrier will hold around 75% and Astra Rail approximately 25% of the shares in the newly established company, Greenbrier-Astra Rail. The transaction is currently awaiting approval from the competition authorities in several EU countries.

CMS advised Astra Rail on all legal aspects of the amalgamation with Greenbrier Europe. Spanning five jurisdictions, establishing the joint venture involved a number of correspondingly complex structuring issues relating to corporate and tax law. The CMS team was headed by lead partners Klaus Jäger and Marcus Wuntke. Mark Ziekman led the Dutch team.

Greenbrier-Astra Rail will bring together the manufacturing, engineering and sale of freight wagons and other services. In order to do so, the two companies will merge their units in Poland, Romania, Slovakia and Germany. The joint venture will be headquartered in the Netherlands and have a total of six production and repair facilities in Poland and Romania. The company will employ almost 4,000 people across Europe. The joint venture will seek to expand and intensify its business in Europe, the Gulf States and Eurasia.

Astra Rail produces freight wagons and bogies at three locations in Romania. Alongside production, maintenance and repair, the firm offers services for the development and inspection of rail vehicles. In 2012, the company's shares were acquired by German investor Thomas Manns.

Greenbrier is a leading provider of products and services for the rail transport sector, based in Lake Oswego, Oregon, USA. Worldwide, Greenbrier has more than 10,000 employees and owns a lease fleet of over 8,900 freight wagons. In the 2015 financial year, the company received orders for more than 32,000 rail vehicles.

CMS Germany
  • Klaus Jäger, Lead partner
  • Marcus Wuntke, Counsel
  • Stephan Weling, Associate, all Corporate
  • Kai Neuhaus, Partner, Competition & EU
  • Marcus Fischer, Counsel, Tax
CMS Netherlands
  • Mark Ziekman, Partner
  • Herman van Aerts, Associate, both Corporate
  • Gieneke van Nierop, Associate, Corporate / Notary Candidate
  • Eduard Scheenstra, Partner, Finance
CMS Poland
  • Blazej Zagorski, Counsel, Corporate and Lead Due Diligence
  • Julita Mazurkiewicz, Senior Associate
  • Grzegorz Paczek, Associate, both Corporate
  • Katarzyna Koszel, Senior Associate
  • Barbara Kostyra-Górnik, Trainee, both Real Property
  • Miłosz Tomasik, Associate, Environmental
  • Maciej Andrzejewski, Associate, Employment

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