Why Choose Us?

Why choose us?

Germany

allenovery.com 2 Why choose us? | Germany

Allen & Overy stands for quality and innovation. In addition to our all-round expertise, transparency and building long-term relationships with our clients founded on mutual trust are the keys to our success. Our approach: Client-oriented service based on uncompromisingly high quality standards, availability, business focus and flexibility.

At the cutting edge

We advise companies, banks and QUICK FACTS public institutions on all issues 1994 relating to commercial and Opening of our first office in Germany capital markets law. 220 With more than 2,300 lawyers Lawyers in Germany and over 40 offices around the world, Allen & Overy 4 ranks among the leading law German offices firms worldwide with the >40 broadest geographical reach. Over 40 offices worldwide With four offices in Germany, 1930 we are never far away, and offer Founded in London professional, efficient legal advice that is individually tailored to 100+Network of relationship law firms in more your needs. than 100 countries

allenovery.com 4 Why choose us? | Germany

Why Allen & Overy?

Our global network offers Cross-practice expertise competitive edge Many transactions concern more than one International companies need an international jurisdiction. To ensure effective handling corporate law firm. This reduces their and to work in a cost-efficient manner, administrative workload and ensures a uniform the comprehensive legal advice offered by quality standard. Among global market law firm our cross-practice teams is decisive, as isolated participants, Allen & Overy has the broadest (ie partial) assessment can prove to be expensive. geographical reach: present in over 40 As a full-service law firm for all matters of offices worldwide. In addition, we have German, English and U.S. corporate and capital a network of partner law firms in approximately markets law, we always keep the bigger picture 118 jurisdictions. You can be confident that in mind. Whatever direction the scope of advice we are able to support you at the highest level on may take, we respond in a fast, constructive the ground in virtually every country in the world, manner, with the close cooperation of our taking responsibility for the project management various practice areas. and coordination for your (cross-border) transactions, saving time and money.

Digineering the Law Innovative technology and resourcing capabilities

Fuse A tech innovation space where A&O lawyers and technologists work with clients and start-ups to bring cutting-edge technology solutions to life.

Our Legal Technology Group We meanwhile have more than 40 experts in our team working on legal tech, among them legal practitioners, Solutions off the beaten track computer scientists, and innovation specialists. Alongside A&O lawyers and clients, the Legal Tech team Allen & Overy is known for innovation in creates and uses advanced technology solutions to legal, the market. We structured the first Eurobond regulatory and deal-related challenges and to help uncover deal in 1963 and the first PPP transactions in the the facts hidden in data. 1990s. We have won the FT Innovative Lawyers Award six times. For you this means that together Transaction Support Unit (TSU) we look for new solutions and also take unusual The members of our Transaction Support Unit offer paths to achieve the best result for you. you profound know-how of the German law regime, legal project management and legal tech solutions. Whilst working in integrated teams, close to our lawyers and our clients, conversant with relevant workflows, the Transaction Support Unit is able to provide customised working results with a particular focus on process optimization. For your projects the Transaction Support Unit can ease time constraints, save valuable costs and minimise the transaction process risk.

Most Law Firm Innovative Law Law Firm of the Year – International Firm in Europe of the Year – Finance Law Law Firm Corporate/M&A of the Year Winner of the Financial Times Best Lawyers in Innovative Lawyers Awards JUVE Awards 2019 Germany/Handelsblatt IFLR Europe 2007, 2011, 2012, 2014, 2018 Awards 2017 2017, 2018

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How we can support you

Our lawyers are top qualified experts in their respective fields boasting many years of experience in all major areas of commercial and finance law. Their legal expertise and industry knowledge offers you a valuable competitive advantage. Our services always follow the key principle of responding flexibly to your needs while keeping an eye on economic aspects at all times. We have thus geared our products towards your business operations and divided them into four key areas of advice.

Financing business operations Securing and (further) – Corporate financing developing business procedures – Investment financing Ongoing legal advice in all areas of commercial – Refinancing and contract law, including: – Restructuring – Corporate, stock corporation – Structured financing, including: and corporate group law – Project financing – Remuneration systems, incentive plans – Asset financing and leasing – Company pension schemes including – Securitisations contractual trust agreements (CTAs) – Derivatives – Public law With equity or debt and taking into account – Real estate law all regulatory and banking regulatory aspects. – Investment law – Asset management – Trademark law, licences and data protection – M&A transactions, public takeovers, MBOs, LBOs – Joint ventures and cooperations – Merger control – Employment law issues arising in the course of business transactions – Complex group restructurings – Tax structuring

Financing business operations Securing and (further) developing business procedures

Resolving conflicts and defending values Avoiding risks and protecting reputation

Avoiding risks and Resolving conflicts protecting reputation and defending values – Corporate Governance – National, cross-border and multinational – Compliance in all key areas of legal advice disputes and proceedings – Structuring/auditing of compliance – Class action lawsuits management systems (CMS) and guidelines – Arbitration – Ombudsman and whistleblowing systems – Internal investigations, workforce investigations, – Professional indemnity compliance due diligence – IP/brand protection – Cartel and abuse proceedings – Banking regulatory law – Damages and liability, D&O issues – Data protection/cybersecurity – Collective bargaining and industrial disputes law – Corporate social responsibility (CSR) – Restructuring/streamlining, negotiations on reconciling interests and social plans – Tax investigations and tax disputes

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Sector expertise – when professional expertise is the decisive advantage

Each economic sector requires its own legal expertise. Only those who have in-depth, up-to-date market knowledge can offer the best practical legal advice at the crucial moment. Our partners and lawyers are members of important industry associations; we attach great importance to professional expertise in our teams. Many of our lawyers are leading figures in their field of expertise and, in addition, have completed studies in management, medicine, engineering or natural sciences. We keep our finger on the pulse of the market and apply the expertise of numerous legal precedents from the relevant sector. Thus you always benefit from the expertise that is required to provide the best advice on your transaction.

AUTOMOTIVE ENERGY FINANCIAL REAL ESTATE INSTITUTIONS

INFRASTRUCTURE LIFE SCIENCES PRIVATE EQUITY TELECOMS, MEDIA AND TRANSPORT & HEALTHCARE AND TECHNOLOGY

Highlights from previous transactions

Fresenius Scout24 AG GERRY WEBER International AG

on the USD4.8bn merger agreement on a voluntary public takeover a fashion and lifestyle group, with Akorn, Inc., on the termination offer by Hellman & Friedman in connection with its extensive of said merger agreement and the and Blackstone amounting financial and corporate ensuing legal issues. EUR5.7bn as well as on an restructuring process. As part of investment agreement. the restructuring, an investment agreement was signed with Robus Capital Management and Whitebox Advisors and the subsidiary HALLHUBER was successfully sold.

Cerberus Viridium Group IONITY Capital Management

on the EUR2.5bn sale of the so- a joint venture between Daimler, on the acquisition of HSH called “Millennium Portfolio” of Ford, BMW and the Volkswagen Nordbank by independent investors. Generali Lebensversicherung AG Group with Audi and Porsche – This transaction marks the first to Commerz Real. It has been the on the framework agreement to successful privatization of a German largest real estate transaction in install high power-chargers for state bank. Germany for the last ten years. electric cars at Eni service stations.

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Friede Springer Tokai Carbon PAI Partners and Mathias Döpfner

on the acquisition of COBEX, on its acquisition of the on the public takeover of around a leading global manufacturer of Armacell Group, a leading 45% of the shares of Axel Springer carbon and graphite products for global manufacturer of flexible SE by KKR with a value of the primary aluminium and iron foam products for equipment EUR6.8bn. Axel Springer SE is industries and other metallurgical insulation and technical applications, the second largest German media melting processes, for an from Blackstone. According to company both by revenue and Enterprise Value of EUR825m. public sources, the transaction has number of customers. a value of about EUR1.4bn.

MIRA BNP Paribas Engie

A consortium of investors managed comprehensively on all employment on an agreement to acquire the by Macquarie Infrastructure and Real law and occupational pension issues public transport system electrification Assets (Europe) Limited (MIRA) in connection with the outsourcing specialist Powerlines Group via on its EUR1.8bn acquisition of a of DWS funds. Engie Ineo, its electrical engineering, (value: EUR 240bn in assets) information and communications 50.04% stake in the primary Czech systems services subsidiary. gas distribution system operator innogy Grid Holding (IGH) from RWE, making the consortium the sole owner of IGH.

Eleven leading global financial Landesbank Société Hessen-Thüringen institutions and Générale investment banks (Helaba)

Providing comprehensive advice on the acquisition and the financing on the acquisition of on and conducting internal of the acquisition of Dexia Commerzbank’s Equities, investigations relating to Kommunalbank Deutschland Markets and Commodities tax-motivated transactions such GmbH (DKD). (EMC) business. The transaction as cum/ex and cum/cum deals as ranks among the most complex well as advising on an approach to M&A transactions in 2018 and tax and criminal authorities. essentially involved transferring structured products and the corresponding hedging transactions in the form of derivatives.

Various banks, A syndicate financial services Volkswagen AG institutions of banks and payment institutions

on the financing in connection on a EUR400m with respect to their Brexit with the EUR6.45bn merger of convertible loan agreement related “reolcation” decisions Wintershall and DEA. to Northvolt AB, a Swedish and their licensing applications lithium ion battery manufacturer. (including General Terms and Conditions and MiFiD issues).

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Düsseldorf Frankfurt Hamburg Munich Allen & Overy LLP Allen & Overy LLP Allen & Overy LLP Allen & Overy LLP Dreischeibenhaus 1 Bockenheimer Landstraße 2 Kehrwieder 12 Maximilianstraße 35 40211 Düsseldorf 60306 Frankfurt am Main 20457 Hamburg 80539 Munich Tel +49 211 2806 7000 Tel +49 69 2648 5000 Tel +49 40 82 221 20 Tel +49 89 71043 3000 Fax +49 211 2806 7800 Fax +49 69 2648 5800 Fax +49 40 82 221 2200 Fax +49 89 71043 3800

GLOBAL PRESENCE

Allen & Overy is an international legal practice with approximately 5,400 people, including some 550 partners, working in over 40 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of:

Abu Dhabi Bucharest (associated office) Hong Kong Munich Singapore Amsterdam Budapest Istanbul New York Sydney Antwerp Casablanca Jakarta (associated office) Paris Tokyo Bangkok Dubai Johannesburg Perth Warsaw Barcelona Düsseldorf London Prague Washington, D.C. Beijing Frankfurt Luxembourg Rome Yangon Belfast Hamburg Madrid São Paulo Bratislava Hanoi Milan Seoul Brussels Ho Chi Minh City Moscow Shanghai

Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. Allen & Overy LLP is authorised and regulated by the Solicitors Regulation Authority of England and Wales.

The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at our registered office at One Bishops Square, London E1 6AD.