Schoenherr has advised Palfinger and individual selling Palfinger shareholders on the establishment of a mutual capital interlinking between the company and SANY Heavy Industries Co., a member of China's SANY group.
The Salzburg-based Palfinger is a manufacturer of hydraulic lifting systems. The overall value of the transaction amounts to approximately EUR 220 million.
The mutual capital interlinking was implemented through multiple measures. The Palfinger group subscribed to and acquired a 10% interest in the share capital of SANY Automobile Hoisting Machinery, the SANY group unit specialized in mobile, tower, and crawler cranes. At the same time, SANY Germany subscribed to 1,863,258 newly-issued Palfinger shares in the course of a capital increase and acquired a further 1,863,258 shares from existing Palfinger shareholders.
Robert Bachner, Schoenherr's lead partner in the transaction, spoke of the challenges involved. "The structuring of the overall transaction and the negotiations in China were challenging and exciting – and confirmed our experience that transactions involving China follow fundamentally different rules. Our experience with Chinese transactions and our resulting understanding of those rules significantly contributed to the successful implementation of the complex overall project."
The implementation of Palfinger's capital increase was also complicated, because while the shares were issued for a cash price of EUR 29 per share, the legal requirements applicable to a capital increase by contribution in kind had to be observed. In addition, all three parts of the transaction (share purchases from several shareholders, as well as the two capital increases in Austria and China) had to be interconnected, coordinated, and jointly implemented. Palfinger's capital increase and all share purchase transactions were completed and became effective on May 14, 2014.
Schoenherr advised Palfinger and the selling shareholders and was responsible for structuring, drafting and negotiating the relevant contracts, as well as for the overall management of the transaction process. This included the transaction's implementation under company law, on-site negotiations with Palfinger's Chinese partners, the drafting of the transaction documentation, and coordinating the admission to trading of the newly-issued shares.
The Schoenherr team was led by Partner Robert Bachner, assisted by Partner Franz Urlesberger, Attorney Rita Wittmann, and Associates Clemens Rainer and Manuel Ritt-Huemer.
SANY was advised by Dorda.