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Mergers & Acquisitions Mergers & Acquisitions 2017 Sixth Edition Editors: Michael E. Hatchard & Scott V. Simpson GLOBAL LEGAL INSIGHTS – MERGERS & ACQUISITIONS 2017, SIXTH EDITION Editors Michael E. Hatchard & Scott V. Simpson, Skadden, Arps, Slate, Meagher & Flom (UK) LLP Production Editor Andrew Schofi eld Senior Editors Suzie Levy Rachel Williams Group Consulting Editor Alan Falach Publisher Rory Smith We are extremely grateful for all contributions to this edition. Special thanks are reserved for Michael E. Hatchard & Scott V. Simpson for all of their assistance. Published by Global Legal Group Ltd. 59 Tanner Street, London SE1 3PL, United Kingdom Tel: +44 207 367 0720 / URL: www.glgroup.co.uk Copyright © 2017 Global Legal Group Ltd. All rights reserved No photocopying ISBN 978-1-911367-42-0 ISSN 2048-6839 This publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice. Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication. This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualifi ed professional when dealing with specifi c situations. The information contained herein is accurate as of the date of publication. Printed and bound by CPI Group (UK) Ltd, Croydon, CR0 4YY March 2017 CONTENTS Preface Michael E. Hatchard & Scott V. Simpson, Skadden, Arps, Slate, Meagher & Flom (UK) LLP Austria Michael Kutschera, Florian Khol & Philipp Kapl, BINDER GRÖSSWANG Rechtsanwälte GmbH 1 Bolivia Jorge Luis Inchauste & José Carlos Bernal, Guevara & Gutiérrez S.C. Servicios Legales 10 Bulgaria Yordan Naydenov & Dr. Nikolay Kolev, Boyanov & Co, Attorneys at Law 17 Canada Kurt Sarno, Shlomi Feiner & Matthew Mundy, Blake, Cassels & Graydon LLP 27 Cayman Islands Ramesh Maharaj, Rob Jackson & Melissa Lim, Walkers 40 China Will Fung, Yu Xie & Xin Guan, Grandall Law Firm (Beijing) 48 France Coralie Oger, FTPA 54 Germany Sebastian Graf von Wallwitz, SKW Schwarz 65 Hong Kong Joshua Cole, Ashurst 73 India Apoorva Agrawal, Sanjeev Jain & P. Srinivasan, PRA Law Offi ces 80 Indonesia Barli Darsyah & Eric Pratama Santoso, Indrawan Darsyah Santoso, Attorneys At Law 91 Ireland Alan Fuller, Aidan Lawlor & Elizabeth Maye, McCann FitzGerald 102 Ivory Coast Annick Imboua-Niava, Osther Tella & Hermann Kouao Imboua-Kouao-Tella & Associés 111 Japan Yuto Matsumura & Hideaki Roy Umetsu, Mori Hamada & Matsumoto 117 Macedonia Kristijan Polenak & Tatjana Shishkovska , Polenak Law Firm 126 Malta David Zahra, David Zahra & Associates Advocates 132 Mexico Jaime A. Treviño, Veronica Cantu Leal & Mauricio Garza Bulnes, JATA – J.A. Treviño Abogados 142 Netherlands Alexander J. Kaarls, Jetty M. Tukker & Willem J.T. Liedenbaum, Houthoff Buruma 149 Nigeria Ozofu Ogiemudia, Mary Ekemezie & Temi Olowu, Udo Udoma & Belo-Osagie 158 Norway Ole K. Aabø-Evensen, Aabø-Evensen & Co Advokatfi rma 166 Romania Lucian Cumpănașu & Alina Movileanu, Cumpănașu & Partners 185 Russia Maria Miroshnikova, Yuri Arkhipov & Sergei Kushnarenko, Ivanyan & Partners 192 Serbia Radivoje Petrikić, Petrikić & Partneri AOD in cooperation with CMS Reich-Rohrwig Hainz 205 Singapore Steven Lo & Sandy Foo, Drew & Napier LLC 212 Spain Ferran Escayola & Matias Anchordoqui, J&A Garrigues, S.L.P. 218 Switzerland Dr. Mariel Hoch & Dr. Christoph Neeracher, Bär & Karrer Ltd. 227 Turkey Dr. Selim Keki & Hande Yılmaz, Balcıoğlu Selçuk Akman Keki Attorney Partnership 232 United Kingdom Jan Mellmann, Jeremy Robinson & Andrea Bhamber, Watson Farley & Williams LLP 240 USA Eric L. Cochran & Robert Banerjea, Skadden, Arps, Slate, Meagher & Flom LLP 251 PREFACE e are pleased to present the sixth edition of Global Legal Insights – Mergers & Acquisitions. The book contains W29 country chapters, and is designed to provide general counsel, investment bankers, government agencies and private practice lawyers with a comprehensive insight into the practicalities of M&A by jurisdiction, highlighting market trends and legal developments as well as practical and strategic considerations. In producing Global Legal Insights – Mergers & Acquisitions, the publishers have collected the views and opinions of a group of leading practitioners from around the world in a unique volume. The authors were asked to offer personal views on the most important recent developments in their own jurisdictions, with a free rein to decide the focus of their own chapter. A key benefi t of comparative analyses is the possibility that developments in one jurisdiction may inform understanding in another. We hope that this book will prove insightful and stimulating reading. Michael E. Hatchard & Scott V. Simpson Skadden, Arps, Slate, Meagher & Flom (UK) LLP Austria Michael Kutschera, Florian Khol & Philipp Kapl BINDER GRÖSSWANG Rechtsanwälte GmbH Overview1 In 2016, Austrian M&A activity saw a slight increase in terms of the number of transactions announced, comprising a total of 354 M&A transactions with Austrian participation, as compared to 344 M&A transactions in 2015. Despite the overall impression of increasing appetite among private equity and venture capital investors, driven by notable private equity transactions (such as the acquisitions of Frauscher Sensortechnik by Greenbriar, Tricentis by Insight Venture Partners and Automic by CA Technologies), the share of fi nancial investor- driven transactions decreased from 9.9% in 2015 (similar to 10.4% in 2014) to only 5.6% in 2016, causing the lion’s share of strategic investors-transactions to expand even further. Transaction volume, on the other hand, more than doubled from €4.7bn in 2015 to €10.7bn in 2016, also exceeding 2014 levels (€10.2bn). With the domestic transaction volume remaining steady over the past years (€900m in 2016 vs. €1bn both in 2015 and 2014) but a surge in cross-border M&A activity, Austria continues to remain an attractive market for foreign investors. Both inbound M&A transactions (i.e. acquisitions of Austrian targets by foreign investors) and outbound M&A transactions (i.e. acquisitions of foreign targets by Austrian investors) rocketed from signifi cantly lower levels in 2015 to €6.7bn and €3.1bn, respectively (as compared to €2.6bn and €1.1bn in the previous year). In line with the higher overall transaction volume of inbound M&A transactions and similar to previous years, the average deal volume of inbound M&A of €51.7m also exceeds the average transaction volume of outbound M&A (€24.2m) clearly. In terms of the quantity of transactions, the number of domestic M&A transactions increased by 4.3% and outbound M&A transactions by 11.2% as compared to the previous year; inbound M&A transactions decreased by 5.1%. The most active sector in 2016 for inbound M&A was Austria’s real estate & construction sector, leading both in terms of the number of transactions (36) and the total transaction volume (€4.3bn), followed by telecommunication, media & technology (31 transactions with a total transaction volume of €900m). As to outbound M&A, Austrian investors focused on industrials (39 transactions with a total transaction volume of €1.4bn) and telecommunication, media & technology (22 transactions with a total transaction volume of €900m) in 2016. Consistent with the past, Germany plays a key role for Austrian inbound M&A activity, being involved in 29.5% of the respective transactions, followed at some distance by Switzerland (10.1%) and USA (8.5%). Likewise, Germany remains the top destination for Austrian investors with 34.1% of the targets of Austrian investors located in their northern neighbour state, followed by 6.2% in USA and 4.7% in Italy. In 2016, 62.8% of foreign GLI - Mergers & Acquisitions 2017, Sixth Edition 1 www.globallegalinsights.com © Published and reproduced with kind permission by Global Legal Group Ltd, London BINDER GRÖSSWANG Rechtsanwälte GmbH Austria investors in Austrian targets, and 44.2% of the targets of Austrian investors, had their seat in Europe. Signifi cant deals and highlights Gas Connect Austria (Allianz Capital Partners, Snam / OMV) Germany-based private equity fi rm Allianz Capital Partners (a subsidiary of the listed insurance, banking and asset management conglomerate Allianz) and Italy-based listed natural gas supplier Snam jointly acquired a 49% stake in the Austrian gas distribution network operator Gas Connect Austria from listed OMV for a total cash consideration of €601m through an investment vehicle owned 60%-40% by Allianz Capital Partners and Snam, respectively. For further background details, please refer to the section, “Industry sector focus – Oil & gas”. Conwert Immobilien Invest (Vonovia) Following a failed bid for Deutsche Wohnen, Vonovia made a voluntary tender offer for Conwert Immobilien Invest, an Austria-based and listed real estate fi rm, featuring a transaction value of €2.86bn. The offer targeted all outstanding shares of Conwert Immobilien with consideration offered in shares and alternatively in cash. Operational and fi nancial synergies are expected as a result of the transaction. Heptagon Micro Optics (ams / Temasek Holdings, GGV Capital, Vertex Ventures Israel) Heptagon Micro Optics, a Singapore-based company providing complete 3D/imaging, illumination and optical sensing solutions for smart devices and internet of things was acquired by ams, a listed Austrian company, for a total consideration of €786m from GGV Capital, Temasek Holdings and certain other investors. The acquisition is expected
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