Freshfields advises DEUTZ on acquisition of IP and licensing rights and cooperation with Daimler Truck
Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) has advised Cologne-based DEUTZ AG, a listed company, on two transactions involving the acquisition of IP and licensing rights and cooperation with Daimler Truck AG in the field of medium-duty and heavy-duty engines.
DEUTZ AG is acquiring the on-highway IP and licensing rights for the development, production and sale of medium-duty engines (Medium Duty Engine Generation - "MDEG") by way of a capital increase against contributions in kind in return for the issue of new DEUTZ shares using authorised capital. In addition, DEUTZ AG will acquire the licensing rights for the development and sale of heavy-duty engines (HDEP) for the off-highway segment. The agreements also provide for operational co-operation in the MDEG and HDEP areas for off-highway applications. After the capital increase through contributions in kind, Daimler Truck AG will hold approximately 4.19 percent of the shares and will thus become a major shareholder of DEUTZ AG.
Payment to Daimler Truck AG for the two transactions is in the mid-double-digit millions of euros.
Final completion of the transactions is subject to an audit of the non-cash contributions and to the usual approvals from the authorities.
DEUTZ AG, headquartered in Cologne, Germany, is a listed (regulated market; Prime Standard; SDAX) leading global manufacturer of drive systems, with a focus on the development, production, sales and service of diesel, gas and electrified drive systems for professional applications, and has approximately 4,975 employees; its market capitalisation is currently approximately €625 million. Daimler Truck AG is one of the world's largest manufacturers of commercial vehicles, with over 40 production facilities worldwide and more than 100,000 employees; the company offers light, medium and heavy-duty trucks, city and intercity buses, coaches and certain financial services.
Freshfields' comprehensive legal advice in the areas of corporate and capital markets law, IP/contract law, antitrust and merger control law and tax law included, in particular, the legal structuring of the transaction and assistance in drafting and negotiating the transaction documentation, including corporate and IP accompanying documents, as well as capital markets compliance and tax advice.
The Freshfields team is led by partners Christoph H. Seibt and Sabrina Kulenkamp (both Corporate/M&A, Hamburg/Frankfurt) and comprises partner Philipp Dohnke (IP, Hamburg), Alexander Schwahn (Tax, Hamburg), Martin Klusmann (Competition, Düsseldorf), Counsel Juliane Ziebarth (Competition, Düsseldorf), Principal Associates Maximilian Stöwahse (Corporate/M&A, Hamburg) and Aljosha Barath, (IP, Hamburg) as well as Associates Maximilian Berenbrok, Felix Abetz (both Corporate/M&A, Hamburg) and Andrea Strackerjan (Tax, Hamburg).
On the DEUTZ AG side, the transaction was legally advised by Dr Fabian Dietrich, Head of Legal at DEUTZ AG.
Freshfields Bruckhaus Deringer, with a team led by partner Christoph H. Seibt, has also supported DEUTZ AG in M&A transactions in the past, most recently in the acquisition of a stake in Blue World Technologies (hydrogen engines) and before that in the acquisition of Torqeedo (electric motors).