Dr. Arne Constantin-Krawinkel

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) has advised Hapag-Lloyd on the acquisition of the entire share capital in SAAM Ports S.A. and SAAM Logistics S.A. from Chile-based terminal operator and logistics service provider SM SAAM S.A.. By acquiring the terminal business and related logistics services, Hapag-Lloyd secures its stake in ten terminals in North, Central and South America with a container throughput of around 3.5 billion TEU (2021) and further expands its presence in the Latin American market. The purchase price for the terminal and logistics business, which employs approximately 4,300 people, and related real estate is approximately one billion US dollars. The transaction is subject to customary closing conditions. The Freshfields team comprised partners Natascha Doll (Hamburg, lead), Christoph H. Seibt, Simon Schwarz-Lindenberg (Hamburg), Paul Tiger (New York) (all Global Transactions) and David Beutel (Tax, Munich), Counsel Martin Rehberg (Tax, Munich), and Olaf Ehlers (Global Transactions, New York), Principal Associates Carsten Bork, Arne Krawinkel (both Global Transactions, Hamburg) and Julia Kubelka (Tax, Vienna) as well as Associates Maximilian Berenbrok, Panagiota Kavvada (both Global Transactions, Hamburg) and Brendan Counihan (Tax, Washington DC).

Oct 7

1 min

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) advises the Board of Management of Porsche Automobil Holding SE ('Porsche SE') with regard to the discussions held with Volkswagen AG about a potential IPO of Dr. Ing. h.c. F. Porsche AG ('Porsche AG') and the framework (cornerstone) agreement concluded between Porsche SE and Volkswagen AG in this respect. According to the current status of discussions, in case of an IPO, the share capital of Porsche AG will be divided into 50 per cent preferred shares (Vorzugsaktien) and 50 per cent ordinary shares (Stammaktien), with approximately 25 per cent of the preferred shares being placed in the capital market. In connection with the potential IPO, Porsche SE would acquire 25per cent plus one share of the ordinary shares of Porsche AG from Volkswagen AG. Volkswagen AG would use the proceeds from the potential IPO to finance the industrial and technological transformation of the Volkswagen group as well as further growth. The actual implementation of the transaction depends on various parameters, including general market conditions. Final decisions are yet to be made. The implementation of the agreements reached in the framework (cornerstone) agreement is also subject to several conditions, including final approval by the boards of both parties. The Freshfields team is led by Partner Stephan Waldhausen. It includes Principal Associate Arne Krawinkel, Associates Constanze Roth and Kevin Jansen (all Corporate), Partner Konrad Gröller (Corporate, Vienna), Partner Klaus-Stefan Hohenstatt, Associate Hubertus Reinbach (both People & Reward), Partner Christoph Gleske (Equity Capital Markets), Partner Marcel Kaufmann (Regulatory) and Partner Peter Niggemann (Antitrust).

Feb 25

1 min

Global law firm Freshfields has advised the shareholder families of automotive supplier Huf Hülsbeck & Fürst GmbH & Co. KG on the sale of a minority stake in Huf Group to automotive supplier Sodecia S.A. and the establishment of a strategic partnership with the family-owned Portuguese company. Sodecia will initially acquire a minority interest of 30% in Huf Group and provide significant shareholder funds that Huf will use to pursue its growth plans. By 2028, Sodecia will increase its stake in Huf Group and thus acquire a majority interest. The transaction is subject to usual closing conditions. Huf Group specializes in vehicle access and authorization systems and supplies mechanical, electronic and software solutions for the global automotive industry in Europe, America and Asia. In 2023, Huf Group generated sales of more than €1.2bn and employed 7,500 people worldwide. Sodecia is an international company specializing in the design and manufacture of components and systems for the automotive industry. The company generated sales of over €1bn in 2023 and employs over 6,000 people worldwide. Freshfields is advising on all legal aspects of the investment agreement and the establishment of the strategic partnership. The Freshfields team was led by Counsel Arne Constantin-Krawinkel (Hamburg/Frankfurt) and Partner Christoph H. Seibt (both Corporate/M&A, Hamburg), and further included Partner Tobias Klose (Antitrust, Düsseldorf), Partner Alexander Schwahn (Tax, Hamburg) and Partner Niko Schultz-Süchting (Real Estate, Hamburg). Associates Kristin Kapral and Daniel Extra (both Corporate/M&A, Hamburg), Counsel Juliane Ziebarth, Associates Estelle Lemarignier (both Düsseldorf), and Celia Diederichs (all Antitrust, Berlin), Counsel Uwe Salaschek and Associate Helena Haag (both Foreign Direct Investment, Berlin). Further, Principal Associate Tobias Franz and Associate Fabienne Gieshoidt (both Tax, Hamburg), Principal Associate Nina Gissinger and Associate Eike Jani (both Real Estate, Hamburg), Principal Associates Flavia Lang (Labour Law, Hamburg) and Marlen Vesper-Gräske (Compliance, Berlin), as well as Counsel Sascha Arnold (Regulatory, Hamburg) and Philipp Lehmann and Associates Zahar Qasim and Valentin Bingger (all IP/IT, Hamburg).

Dec 20

1 min

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) is advising the listed company GK Software SE in detail on the planned delisting and the conclusion of a delisting agreement with Fujitsu. GK Software SE is a leading global provider of cloud solutions for the international retail industry. Fujitsu is one of the largest global IT groups. GK Software SE has entered into a delisting agreement with Fujitsu Ltd. and its wholly owned subsidiary, Fujitsu ND Solutions AG, on 2 May 2023. Freshfields’ corporate and capital markets law advice involved the negotiation of this agreement with Fujitsu. Based on the delisting agreement, the filing of an application for the revocation of the admission of the GK Software shares to the regulated market (so-called delisting) shall take place. In accordance with the provisions of the delisting agreement, Fujitsu has published its decision to make a public delisting offer to the shareholders of GK Software SE in form of a cash offer to acquire all shares in GK Software SE not already held by Fujitsu against payment of a cash consideration in the amount of EUR 190.00 per share. The amount of the delisting offer will thus be equivalent to the amount of the consideration of the voluntary public takeover offer based on Fujitsu’s offer document dated 23 March 2023. The transaction volume therefore amounts to around EUR 100 million. Freshfields is already advising GK Software SE on all legal aspects of the public takeover procedure and also previously advised the company on the conclusion of a Business Combination Agreement with Fujitsu. The law firm is also advising GK Software SE with regard to the intended delisting as well as on all related aspects of corporate and capital markets law, such as the reasoned statement to be submitted by the management board and supervisory board pursuant to the German Securities Acquisition and Takeover Act (WpÜG) on the announced public delisting offer. In addition, Freshfields will advise on the 2023 annual general meeting of GK Software SE. The Freshfields team includes Partner Prof Dr Christoph H. Seibt, Counsel Dr Arne Krawinkel, and Associates Dr Jean Mohamed and Dr Jan-Willem Koldehofe (all Corporate/M&A, Hamburg).

May 3

2 min

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) is advising GK Software SE on Fujitsu's announced public takeover offer for all GK Software shares. GK Software SE is a leading global provider of cloud solutions for the international retail industry. Fujitsu is one of the largest global IT groups. As a basis for the planned takeover offer, GK Software SE and Fujitsu have today concluded a Business Combination Agreement which specifies the offer process and contains agreements on the future cooperation if the takeover offer is successful. The target of the transaction with a volume of more than 430 million euros is to initiate a cooperation between Fujitsu and GK Software SE, which will enable the parties to expand their respective portfolio of offerings with respect to software-as-a-service (SaaS) based, cloud enabled and highly flexible digital transformation solutions. Furthermore, the cooperation made possible by the proposed transaction offers the opportunity to accelerate GK Software SE's access to Japan and the Asia/Pacific region. Freshfields advises GK Software SE on all legal aspects of the transaction. This included the negotiation of the Business Combination Agreement which is instrumental for the protection of the corporate interests of GK Software SE. The agreement on the withdrawal of the CEO of GK Software SE in the event of a successful takeover and related corporate governance issues were also legally advised by Freshfields. In addition, the law firm advises GK Software SE comprehensively on issues of merger and investment control law as well as from a corporate and capital markets law perspective, both at Management Board and Supervisory Board level. Freshfields will also advise the company with regard to the announced public takeover offer and the reasoned statement to be submitted by the Management Board and the Supervisory Board pursuant to the German Securities Acquisition and Takeover Act (WpÜG). The closing of the takeover offer is subject to a minimum acceptance threshold of 55% of the share capital of GK Software SE (including shares already secured by irrevocable undertakings) and certain customary offer conditions, including merger control and investment control clearances in Germany. The takeover offer is currently expected to be completed by the end of July 2023. The Freshfields team includes: Partner: Christoph H. Seibt (Lead Partner, Corporate/M&A, Hamburg), Boris Dzida (Employment Law, Hamburg), Katrin Gaßner (Antitrust/Competition, Düsseldorf), Alexander Schwahn (Tax, Hamburg) Counsel: Uwe Salaschek (Antitrust/Competition, Berlin), Lukas Pomaroli (Regulatory, Wien) Principal Associates: Arne Krawinkel (Corporate/M&A, Hamburg), Judith Römer (Employment Law, Hamburg), Julia Langner (Tax, Frankfurt) Associates: Jean Mohamed, Jan-Willem Koldehofe, Felix Abetz (all Corporate/M&A, Hamburg), Alexander Harrer (Antitrust/Competition, Düsseldorf)

Mar 1

2 min