Top-Ranked Practice

GERMAN M&A RANKINGS Deals announced with German company – ranked by value ($ billion)

ALL FIRMS: 2021

Sullivan & Cromwell — $40 Hengeler Mueller — $3.9 Gleiss Lutz— $2.5 Clifford Chance, — $2.4 Freshfields — $1.9 www.sullcrom.com S&C IN

Source: Thomson Reuters, May 2021 london . paris . frankfurt . brussels new york . washington, d.c. . los angeles . palo alto tokyo . hong kong . beijing . melbourne . sydney INTERNATIONAL ADVISOR TO #1 GERMAN ISSUERS (BY TOTAL AGGR. VALUE AND NO. OF 20 of 25 DEALS) ON BOND OFFERINGS from 2013- PRESENT TOP GERMAN IPOs, SINCE 2000 Contacts

Source: Thomson Reuters, February 2021 Carsten Berrar Frankfurt Office +49 69 4272 5506 I was really impressed with the extreme knowledge and the very good understanding of commercial aspects. […] if you want high-quality capital [email protected] market transactions they are really absolutely outstanding.”

Chambers Global, 2021 – Capital Markets: Equity Max Birke Krystian Czerniecki Frankfurt Office Frankfurt Office +49 69 4272 5504 +49 69 4272 5525 If you look at their ECM practice it’s in a class of its own.” [email protected] [email protected] Chambers Europe: Germany, 2019 – Capital Markets: Equity

Clemens Rechberger Michael Rosenthal They create holistic solutions, take the lead and always get it right the first Frankfurt Office Frankfurt Office time.” +49 69 4272 5514 +49 69 4272 5533 [email protected] [email protected] Chambers Europe, 2021 – Corporate/M&A: Germany

There is simply no getting past S&C when it comes to public takeovers. York Schnorbus Konstantin Technau They are still one of the leading firms in that area.” Frankfurt Office Frankfurt Office +49 69 4272 5517 Phone: +49 69 4272 5521 Juve Handbook, M&A, 2020/2021 [email protected] [email protected]

Winner “European M&A Legal Adviser of the Year” ©2021 Sullivan & Cromwell LLP | LG5521 (07/21) Lawyers in the Frankfurt office of Sullivan & Cromwell LLP qualified to practice German law are Mergermarket, 2020 admitted as lawyers (Rechtsanwälte) in the Federal Republic of Germany and are members of the Bar (Rechtsanwaltskammer) in Frankfurt am Main (Bockenheimer Anlage 36, 60322 Frankfurt am Main). Other lawyers in the Frankfurt office are registered with theRechtsanwaltskammer in Frankfurt am Main as foreign lawyers (Rechtsberater). All lawyers in the Frankfurt office who are qualified to practice in the United States are admitted to practice before the bars of one or more states of the United States, including, among others, California, the District of Columbia, and New York. Practice Highlights Our German-speaking practice advises on significant, market-leading matters and is focused on four “core” pillars of practice – Capital Markets, M&A and Private Equity, Finance & Restructuring and Competition Law. The practice can call on the expertise of German and U.S. lawyers to ensure the successful completion of any proposed deal. It is part of an integrated global practice allowing international clients access to the German-speaking market. Selected recent noteworthy transactions we worked on include:

MERGERS & ACQUISITIONS AND PRIVATE EQUITY EQUITY AND DEBT CAPITAL MARKETS LEVERAGED FINANCE AND RESTRUCTURING „ „ „„ Axioma on its $850 million acquisition by Deutsche Börse „ ABOUT YOU, €842 million IPO, German and U.S. counsel to issuer „ Altran on the financing of its acquisition of Aricent partially through the creation of a €2.1 billion Term B Loan „„ AUTO1, €1.8 billion IPO, German and U.S. counsel to issuer „„ on its $7.6 billion Animal Health business sale to Elanco and on its $66.0 billion „„ Bayer on its mandatory convertibles concurrent placement in connection with its $6.0 billion acquisition of Monsanto „„ Bayer, placement of EUR denominated notes in an aggregate amount of €5 billion, and of USD acquisition of Monsanto denominated notes in an aggregate amount of US$15 billion, German and U.S. counsel to issuer „„ Covivio in its agreement to acquire all shares of Godewind Immobilien through a voluntary public „„ on the financing of its $4.0 billion acquisition of Woowa Brothers, including takeover valued at €1.2 billion „„ Bike24, €322 million IPO, German and U.S. counsel to issuer the largest convertible bond offering in Europe over the last five years; on financing matters in „„ Delivery Hero in its $4.0 billion acquisition of South Korea’s Woowa Brothers and in the $1.1 „„ , €1.5 billion IPO, German and U.S. counsel to underwriters connection with the sale of its German food delivery operations to Takeaway.com; several capital billion sale of its German food delivery businesses to Takeaway.com increases „„ Delivery Hero, €1.25 billion ABO; €1.5 billion convertible bond offering; €1.7 billion (aggregate) „„ Deutsche Annington () on its voluntary public takeover offer to all shareholders of convertible bond offering; €1.0 billion IPO, German and U.S. counsel to issuer „„ in connection with a bridge loan financing and other related financings GAGFAH for $10.7 billion linked to the expansion of its portfolio; and in the establishment of a commercial paper program „„ Dermapharm, €376.7 million IPO, German and U.S. counsel to issuer and several private bond placements „„ Deutsche Wohnen on its business combination with Vonovia, with a combined market cap „„ Deutsche Annington (Vonovia), €2.3 billion rights offering, German and U.S. counsel to issuer of €45 billion and on the successful defense against a prior unsolicited proposed takeover by „„ Goldman Sachs International, J.P. Morgan Securities and BNP Paribas in connection Vonovia „„ , $1.3 billion placement of fixed rate notes; $3.8 billion Rule 144A/Reg S with transactions relating to a €1.2 billion senior facility agreement for TeleColumbus; in guaranteed notes, U.S. counsel to underwriters „„ Diebold on its business combination agreement with, and public takeover of, Wincor Nixdorf for connection with TeleColumbus’ acquisitions of PrimaCom and pepcom $1.8 billion „„ Deutsche Wohnen, €1.8 billion (aggregate) ABO; €907 million capital increase, „„ Morgan Stanley Infrastructure Partners in connection with a €750 million bridge facility to establishment of EMTN program and inaugural issuance and (Reg S) placement of €1 billion finance the €1.5 billion takeover of VTG „„ Drillisch on its €10.0 billion business combination with , including a public tender green bonds in two tranches thereunder, German and U.S. counsel to issuer offer to all shareholders of Drillisch „„ TLG IMMOBILIEN on the financing aspects of its purchase of a stake in Aroundtown and their „„ DWS Group, €1.4 billion IPO, German and U.S. counsel to underwriters subsequent merger „„ Fiserv in its $22 billion acquisition of First Data Corporation „„ HelloFresh, €276 million IPO, German and U.S. counsel to issuer „„ Merck in its $6.5 billion acquisition of Versum Materials „„ home24, €600 million IPO, German and U.S. counsel to issuer „„ K+S in the sale of its Americas salt business to Stone Canyon Industries for $3.2 billion „„ innogy, €5.0 billion IPO, German and U.S. counsel to underwriters „„ Morgan Stanley Infrastructure Partners on its €1.8 billion voluntary public cash takeover offer for Tele Columbus, its public takeover offer for PNE and its public takeover and subsequent „„ Instone Real Estate Group, €428 million IPO – dual track, German and U.S. counsel to issuer COMPETITION LAW delisting of VTG its „„ Technologies, “at the market” offerings; $196 million SEC-registered IPO, German and „„ Amgen on its $13.4 billion acquisition of Otezla from Celgene „„ OFFICEFIRST Immobilien on its sale to Blackstone Real Estate Partners Europe IV for U.S. counsel to issuer „„ Bayer on its $63 billion acquisition of Monsanto, which involved merger clearance in over 30 €3.0 billion „„ Kreditanstalt für Wiederaufbau (KfW), $5 billion, $1 billion, $1 billion, $1 billion, $5 billion, jurisdictions worldwide and on the subsequent $9 billion sale of divested businesses to BASF „„ Praxair in connection with its $80.0 billion merger of equals with Linde $1 billion SEC-registered offering of global bonds; CAD1 billion SEC-registered offering of global bonds (Green Bond), all 2021, U.S. counsel to issuer „„ BMW on its EU litigation before the European Court of Justice against the European „„ Spirit AeroSystems on its definitive agreement to acquire S.R.I.F., the parent company of Asco Commission’s electric car state aid decision „„ Landis+Gyr Group, CHF2.3 billion IPO, counsel to underwriters Industries „„ Chevron in numerous transactions, including in relation to the $2.0 billion sale of certain North „„ Standard Industries in its €1.0 billion acquisition of Icopal and $2.1 billion acquisition of Braas „„ LEG Immobilien, €1.3 billion IPO, German and U.S. counsel to issuer Sea assets to Ithaca Monier Building Group „„ Mister Spex, €375 million IPO, German and U.S. counsel to issuer „„ Delivery Hero in its $4.0 billion acquisition of Woowa Brothers and in the $1.1 billion sale of its „„ TLG IMMOBILIEN on its €25.0 billion business combination with Aroundtown and on its public „„ , €1.2 billion ABO, German and U.S. counsel to selling shareholder () German food delivery businesses to Takeaway.com exchange offer to acquire all outstanding shares in WCM Beteiligungs-und Grundbesitz „„ PharmaSGP, €127 million IPO, German and U.S. counsel to issuer „„ Dell on the European Commission’s merger control review of its $67 billion acquisition of EMC „„ in connection with the tender offer for all its shares launched by competitor . The (largest-ever technology transaction)* „„ , delisting; €589 million ABO, German and U.S. counsel to issuer offer valued Uniper shares at a total of $9.5 billion. „„ Fiat Chrysler Automobiles in relation to its $50.0 billion merger with Peugeot to create new „„ Schaeffler, €938 million IPO, German and U.S. counsel to issuer „„ Verifone Holding, a wholly owned subsidiary of Verifone, in connection with its acquisition of company Stellantis N.V. paymorrow „„ Scout24, €1.16 billion IPO, German and U.S. counsel to underwriters „„ Harris Corporation in its $35.0 billion merger with L3 technologies „„ Voith in the sale of its stake in KUKA in a transaction, which valued KUKA at approximately „„ , €4.2 billion IPO, German and U.S. counsel to underwriter „„ K+S in numerous transactions, including in relation to the $3.2 billion sale of its Americas salt $5.1 billion „„ Various Frankfurt-listed SPAC IPOs, including 468 SPAC I, Lakestar SPAC I and OboTech business to Stone Canyon Acquisition, German and U.S. counsel to issuer „„ Praxair in relation to its $80 billion merger-of-equals with Linde, involving clearance in over 20 „„ Various NYSE/Nasdaq-listed SPAC IPOs, including Rocket Internet Growth Opportunities jurisdictions and Tio Tech A, German and U.S. counsel to issuer „„ Tiffany & Co. on its $16.2 billion acquisition by LVMH (largest ever in luxury sector)

*completed by partner prior to joining S&C