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CMS Poland supports merger on European railway market

18 November 2016

US-based freight wagon manufacturer The Greenbrier Companies, Inc. and its counterpart, Astra Rail, are forming a joint venture in Europe.

The new company Greenbrier-Astra Rail – specialising in the manufacturing, engineering and sale of freight wagons – will be created as a result of a merger of units in Poland, Romania, Slovakia and Germany.

The new company will be headquartered in the Netherlands and have a total of six production and repair facilities in Poland and Romania. It will employ almost 4,000 employees across 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 joint venture will seek to expand and intensify its business activity in Europe, the Gulf States and Eurasia. The transaction is currently awaiting approval from the competition authorities in several EU countries.

CMS, with the participation of Polish lawyers, advised Astra Rail on all legal aspects of the merger with Greenbrier Europe across five jurisdictions (Poland, Romania, Slovakia, Germany and the Netherlands) including on the structure of the transaction, corporate, tax and labour law as well as environmental and real estate issues.

The CMS Poland team comprised: Błażej Zagórski, counsel and legal advisor that headed the Polish lawyers, Julita Mazurkiewicz, Grzegorz Pączek from the Corporate Department, Katarzyna Koszel and Barbara Kostyra-Górnik from the Real Estate Department, Miłosz Tomasik from the Environmental Department as well as Maciej Andrzejewski from the Employment Group. The international CMS team comprising German, Polish and Dutch lawyers was coordinated by the German Partners Klaus Jäger and Marcus Wuntke.