Freshfields advises Busch group on the conclusion of a domination agreement with Pfeiffer Vacuum and financing
Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) has advised Pangea GmbH (part of the Busch group) on the conclusion of a domination and profit and loss transfer agreement with stock listed Pfeiffer Vacuum Technology AG (‘Pfeiffer Vacuum’) and on a refinancing of the Busch group.
On 14 March 2023, Pangea GmbH, a 100 per cent subsidiary of Busch SE, entered into a domination and profit and loss transfer agreement with Pfeiffer Vacuum Technology AG. The agreement provides for a compensation in the amount of €133.07 per Pfeiffer Vacuum share, so that the total volume of the compensation (incl. costs) could amount up to approx. EUR €500 million. Pfeiffer Vacuum Technology AG is a globally leading provider of vacuum solutions and is listed in the SDAX stock market index. It has a market capitalization of approx. €1.6 billion. Pangea GmbH currently holds around 63.66% of the shares in Pfeiffer Vacuum Technology AG. The domination and profit and loss transfer agreement will be submitted for approval to the Annual General Meeting of Pfeiffer Vacuum Technology AG which is scheduled for 2 May 2023.
In this context, Freshfields also advised the Busch group on its refinancing and the conclusion of a syndicated loan agreement. The financing is provided by a syndicate of six banks.
The Freshfields team was led by Corporate Partner Christoph H Seibt (Hamburg) and additionally by Corporate Partner Sabrina Kulenkamp (Frankfurt). The team also comprised Partner Mario Hüther (Finance, Frankfurt), Partner Alexander Schwahn (Tax, Hamburg), Principal Associate Justus Anacker, Associate Jan-Willem Koldehofe and Associate Maximilian Berenbrok (all Corporate, Hamburg), Counsel Alexander Pospisil and Associate Lucas Lengersdorf (both Finance, Frankfurt) and Associate Friedrich-Asmus Matzen (Tax, Hamburg).
Teams around Freshfields Partner Seibt advised the Busch group already in connection with the voluntary public takeover offer of Pangea GmbH in relation to the shares of Pfeiffer Vacuum Technology AG in April 2017 and, subsequently, on the conclusion of a relationship agreement in May 2019.