Taylor Wessing advised the listed real estate company Aroundtown SA on its voluntary public takeover bid to the shareholders of SDAX-listed TLG Immobilien AG. The takeover bid was structured as an exchange offer, TLG shareholders were able to exchange their TLG shares for new Aroundtown shares at a ratio of 1 to 3.6, which was achieved by a capital increase in kind of Aroundtown’s share capital. Approximately 78 percent of TLG's shareholders accepted the takeover bid. The takeover, with a volume of approximately 3 billion euros, represented the largest merger in the German real estate sector in 2019 and created the third largest listed real estate group in Europe.
Taylor Wessing acted as lead legal adviser on the bidder side, in particular with respect to the cross-border structuring of the transaction, the negotiation of the Business Combination Agreement (BCA) with TLG, the execution of the approval procedure for the offer document with German regulator BaFin and the approval procedure for the securities prospectus with the Luxembourg regulator CSSF. The share exchange was handled by Deutsche Bank as settlement agent and J.P. Morgan acted as listing agent. Aroundtown was also advised on the acquisition by JP Morgan, Deutsche Bank, Kempen and Victoria Partners as financial advisers.
Legal advisers to Aroundtown SA
Taylor Wessing: Marc-Oliver Kurth (Overall Lead, Corporate/M&A, Capital Markets, Berlin); Oliver Rothley (Co-Lead, Partner, Corporate/Capital Markets, Munich); Sebastian Klabunde (Salary Partner, Corporate/Capital Markets, Berlin), Ralf Tietz (Salary Partner, Corporate & M&A/Capital Markets, Berlin), Ulrich Reers (Partner, Corporate/Capital Markets, Frankfurt), Sieglinde Mesch (Associate, Corporate/Capital Markets, Munich), Christian Ahrendt (Senior Associate, Corporate/Capital Markets), Moritz Meyer-Bruhns (Associate, Corporate/Capital Markets), Felix Paul (Professional Support Lawyer) all Berlin