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Mergers & Acquisitions Mergers & Acquisitions 201 Seventh Edition 8 Editors: Michael E. Hatchard & Scott V. Simpson GLOBAL LEGAL INSIGHTS – MERGERS & ACQUISITIONS 2018, SEVENTH EDITION Editors Michael E. Hatchard (Retired Partner), Skadden, Arps, Slate, Meagher & Flom (UK) LLP Scott V. Simpson, Skadden, Arps, Slate, Meagher & Flom (UK) LLP Production Editor Andrew Schofi eld Senior Editors Suzie Levy Caroline Collingwood 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 © 2018 Global Legal Group Ltd. All rights reserved No photocopying ISBN 978-1-912509-10-2 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 May 2018 CONTENTS Preface Michael E. Hatchard & Scott V. Simpson Austria Hartwig Kienast, Horst Ebhardt & Jiayan Zhu, Wolf Theiss Rechtsanwälte GmbH & Co KG 1 Belgium Christel Van den Eynden & Wim Dedecker Liedekerke Wolters Waelbroeck Kirkpatrick 7 Bolivia Jorge Luis Inchauste & José Carlos Bernal, Guevara & Gutiérrez S.C. Servicios Legales 17 Brazil Lior Pinsky & Rodrigo Martins Duarte, Veirano Advogados 24 Bulgaria Yordan Naydenov & Dr. Nikolay Kolev, Boyanov & Co 29 Canada Kurt Sarno, Shlomi Feiner & Matthew Mundy, Blake, Cassels & Graydon LLP 39 Cayman Islands Ramesh Maharaj, Rob Jackson & Melissa Lim, Walkers 53 China Jianjun Guan & Will Fung, Grandall Law Firm 61 Cyprus Elias Neocleous & Demetris Roti, Elias Neocleous & Co LLC 67 France Coralie Oger, FTPA 75 Germany Sebastian Graf von Wallwitz & Heiko Wunderlich, SKW Schwarz 85 Ghana Esine Okudzeto, Victoria Derban & Maame Yaa Kusi Mensah, Sam Okudzeto & Associates 93 Hong Kong Joshua Cole, Ashurst 99 Iceland Garðar Víðir Gunnarsson & Helgi Þór Þorsteinsson, LEX Law Offi ces 104 India Apoorva Agrawal, Sanjeev Jain & P. Srinivasan, PRA Law Offi ces 114 Indonesia Barli Darsyah & Eric Pratama Santoso, Indrawan Darsyah Santoso, Attorneys At Law 123 Ireland Alan Fuller, Aidan Lawlor & Bruff O’Reilly, McCann FitzGerald 134 Ivory Coast Annick Imboua-Niava, Osther Tella & Hermann Kouao Imboua-Kouao-Tella & Associés 144 Japan Yuto Matsumura & Hideaki Roy Umetsu, Mori Hamada & Matsumoto 150 Macedonia Kristijan Polenak & Tatjana Shishkovska , Polenak Law Firm 160 Malta David Zahra, David Zahra & Associates Advocates 166 Mexico Erika Olguin, Gonzalez Calvillo, S.C. 177 Netherlands Alexander J. Kaarls & Willem J.T. Liedenbaum, Houthoff 182 Norway Ole K. Aabø-Evensen, Aabø-Evensen & Co Advokatfi rma 192 Slovenia Matej Kavčič, Simon Bračun & Jana Božič, Law fi rm Kavčič, Bračun & Partners, o.p., d.o.o. 211 Spain Ferran Escayola & Rebeca Cayón Aguado, J&A Garrigues, S.L.P. 217 Sweden Jonas Bergquist, Jennie Thingwall & Hanna Reiding, Magnusson Advokatbyrå 227 Switzerland Dr. Mariel Hoch & Dr. Christoph Neeracher, Bär & Karrer Ltd. 237 Ukraine Sergii Zheka, Mykhailo Razuvaiev & Olga Ivlyeva, Wolf Theiss LLC 241 United Kingdom Jan Mellmann, Vineet Budhiraja & Andrea Bhamber, Watson Farley & Williams LLP 250 USA Eric L. Cochran & Robert Banerjea, Skadden, Arps, Slate, Meagher & Flom LLP 262 PREFACE e are pleased to present the seventh edition of Global Legal Insights – Mergers & Acquisitions. The book contains W31 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 Austria Hartwig Kienast, Horst Ebhardt & Jiayan Zhu Wolf Theiss Rechtsanwälte GmbH & Co KG Overview Compared to 2016, the M&A market in Austria showed only a very minor decrease in terms of the number of M&A transactions in 2017. According to an Ernst & Young market analysis for 2017, there were 345 acquisitions involving Austrian parties (i.e., announced or signed transactions involving Austrian target companies or Austrian buyers), which is nine fewer compared to 2016 (354). While the number of transactions was stable, the total transaction value increased signifi cantly by 37%, from €10.7bn to €14.7bn, which was mainly driven by the following four major transactions: (1) The acquisition of BUWOG AG, the Austria-based and mainly Germany-listed residential real estate company by Vonovia SE (€5,029m); (2) the acquisition of UPC Austria GmbH from Liberty Global Plc. by T-Mobile Austria GmbH (€1,900m); (3) the acquisition of the Russian gas fi eld Yuzhno-Russkoye by OMV (€1,700m); and (4) the acquisition of the real estate portfolios of RFR-Holding GmbH by SIGNA (€1,500m). The real estate, technology and industry sectors have been the liveliest in terms of M&A activity in 2017, with 86 transactions in the real estate sector, followed by 76 deals in technology and 60 deals in the industrial sector. It is noteworthy that three of the fi ve largest transactions in 2017 took place in the real estate sector. The Austrian market is largely driven by private M&A transactions; public M&A transactions have not played a signifi cant role in recent years. But, against that trend, in 2017, the largest transaction (as well as by value) was a public M&A transaction; the takeover of BUWOG AG by Vonovia, which had a transaction value of €5,029m. The most active sector in 2017 for Austria inbound M&A investors was the real estate sector with 42 deals, followed by the telecommunication, media and technology (“TMT”) sector, with 34 deals in total. The total inbound deal volume was around €6.5bn. As to outbound M&A transactions last year, Austrian investors appeared to mainly acquire stakes in industrial companies, which accounted for 33 transactions, followed by the real estate sector, with 19 deals, and the TMT sector, with 15 deals. Compared to 2016, the volume of outbound transactions by Austrian buyers decreased by 10% in 2017. At the same time, inbound transactions have slightly increased (2.3%) and the number of domestic transactions has remained stable. In terms of geography, 28% of all acquisitions of Austrian companies have been conducted by German buyers and another 32.6% by buyers from other European countries, which makes European companies the single largest M&A investor group in Austria. GLI - Mergers & Acquisitions 2018, Seventh Edition 1 www.globallegalinsights.com © Published and reproduced with kind permission by Global Legal Group Ltd, London Wolf Theiss Rechtsanwälte GmbH & Co KG Austria Germany is by far the most attractive M&A market for Austrian investors, accounting for 35.3% of the number of all outbound M&A transactions by Austrian buyers. From a transaction value perspective, out of a total outbound deal value of €4.5bn in 2017, 41.5% related to acquisitions in Germany, 38.7% to purchases in Russia, and 17.3% to M&A transactions involving other European targets. Surprisingly, private equity and venture capital investors have only played a minor role in Austrian M&A transactions in 2017: out of 325 transactions, only 20 involved private equity or venture capital investors. This may be a refl ection of the majority of Austria’s companies being mid-sized companies that prefer dealing with strategic counterparties. Austria has a small economy and many of its companies are family-owned. Family control is often structured through trust (Stiftung) structures that facilitate (and all too often, cement) long-term ownership structures, with family members as benefi ciaries and trust- boards exercising corporate control. On the other hand, in every auction sale, a signifi cant portion of the bidders will be made up of private equity bidders, and private equity generally is very active in scouting transaction opportunities. An example of that competition is the upcoming sale by General Electric of Jenbacher, its industrial gas engine business which, according to a Reuters report, has attracted the interest of strategic players such as Cummins and Wartsila, as well as large buyout groups such as Advent, Bain, CVC and KKR. Another example is Addiko, the Advent-owned banking group headquartered in Austria which operates fi nancial institutions in the West Balkans and is rumoured to plan a dual-track exit process in 2018. Signifi cant deals and highlights 1. Vonovia SE [ETR: VNA], the Germany-based and listed residential real estate company, has made an indicative offer to acquire BUWOG AG [ETR: BWO], the Austria-based and mainly Germany-listed residential real estate company, with a deal volume of €5.2bn. The deal, fi rst announced in December 2017, would increase the size of Vonovia’s portfolio to almost 400,000 fl ats (from around 350,000 now), and has already been cleared by the German and Austrian regulators, according to Vonovia.
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