Schoenherr is advising BUWOG AG on Vonovia SE's voluntary public takeover bid of the company. Vonovia is being advised by Freshfields Bruckhaus Deringer, with Clifford Chance Germany and Austria's Weber & Co. advising JP Morgan on debt financing provided to Vonovia to support the transaction.
According to Schoenherr, "BUWOG is the leading German-Austrian full-service provider in the residential real estate sector. The real estate portfolio [consists of] more than 49,200 portfolio units and is located in Germany and Austria. BUWOG's shares have been listed on the stock exchanges in Frankfurt am Main, Vienna, and Warsaw since the end of April 2014."
On December 18, 2017, the parties signed an agreement to combine the two companies. The takeover offer, which is expected to be published at the beginning of February 2018, places the enterprise value of BUWOG at around EUR 5.2 billion, taking into account potential newly issued shares from a conversion of the convertible bonds issued by BUWOG. The Management Board and the Supervisory Board of BUWOG support the offer.
According to Schoenherr, "the aim is to combine BUWOG's residential portfolio (around 49,000 apartments) with Vonovia's residential portfolio (around 350,000 apartments)."
Vonovia has announced that it intends to make a voluntary public takeover offer for all outstanding shares. Shareholders are to be offered EUR 29.05 in cash per BUWOG share. The offer will also be addressed to the holders of BUWOG's convertible bonds, who are to be offered EUR 115,753.65 in cash for each convertible bond with a nominal value of EUR 100,000 during the initial acceptance period.
The completion of the takeover offer will be subject to the statutory minimum acceptance threshold of 50 percent plus 1 share and to antitrust clearance in Germany and Austria as well as other customary closing conditions, the details of which will be set out in the offer document. If the takeover bid is successful, completion is expected by mid-March 2018.
BUWOG is advised by Schoenherr Partners Christian Herbst and Robert Bachner and Counsel Sascha Schulz.
The Freshfields team consists of Partners Andreas Fabritius, Rick van Aerssen, Gregor von Bonin, Thomas Zottl, Mario Huther, Stefan Pachinger, Katrin Gassner, Martin Schiessl, and Thomas Muller-Bonanni, and Associates Ludwig Hartenau, Victoria Bazil, Timo U. Piller, Jonathan Boeckmann, Thomas Mollnhuber, Nina Heym, Dennis Chinnow, Tobias Pukropski, Christoph Hinrichsen, and Maria Dreher,
The Weber & Co. team in Vienna consisted of Partners Stefan Weber and Christoph Moser.
According to Juve, the Clifford Chance team consists of Frankfurt-based Partner Bettina Steinhauer and Counsel Philipp Kropatscheck, and Dusseldorf-based Partner Christian Vogel.