International law firm Taylor Wessing, led by Frankfurt-based partners Lars-Gerrit Lüßmann and Ulrich Reers, advised Hauck & Aufhäuser Investment Banking and Polish universal bank mBank in their role as exchange trustee and settlement agent, respectively, on the voluntary public takeover/exchange offer by Frankfurt-listed Vita 34 AG, Leipzig, to the shareholders of Warsaw-listed stem cell bank Polski Bank Komórek Macierzystych S.A., Warsaw (PBKM),. The transaction is the first cross-border exchange offer for a Polish listed company to date. With an acceptance rate of 98 percent, the exchange offer is also one of the most successful transactions on the Polish capital markets.
Under the exchange offer, Vita 34 AG offered the shareholders of PBKM to acquire all shares of PBKM in exchange for the issuance of new shares of Vita 34 AG. The new Vita 34 AG shares were created through a capital increase against contribution in kind of the tendered PBKM shares and included in the existing listing of Vita34 shares in the regulated market of the Frankfurt Stock Exchange.
Taylor Wessing advised Hauck & Aufhäuser and mBank on the drafting of the securities prospectus which had to be approved by BaFin and on the complex settlement process for the cross-border exchange offer and the fulfillment of the associated obligations under applicable securities laws in Germany and Poland.
Vita 34 was founded in Leipzig in 1997 and is today one of the leading stem cell banks in Europe. As Europe's first private cord blood bank and a pioneer in cell banking, the company has since offered collection logistics, processing and storage of stem cells from umbilical cord blood and tissue as a full-service provider for cryopreservation. Vita 34 was advised on the transaction by DLA Piper (led by Andreas Füchsel and Roland Maaß).
Polski Bank Komórek Macierzystych (PBKM) is the parent company of the international FamiCord Group, which also operates stem cell banks in Europe. The combination of the two companies will create the leading pan-European cord blood bank.
Legal advisors Hauck & Aufhäuser and mBank
Taylor Wessing Germany: Lead partners Dr. Lars-Gerrit Lüßmann (Partner) and Ulrich Reers (Partner) (both Frankfurt am Main), Dr. Sebastian Beyer (Salary Partner, Düsseldorf) (all Corporate / Capital Markets), Dr. Marcus Hartmann (Partner, IP), Rudi Hasenberg (Salary Partner, Tax) (both Frankfurt am Main), Dr. Wolfgang Rehmann (Of Counsel), Dr. Andrea Sautter (Salary Partner) (both Life Sciences, Munich); Associates: Tobias Kraut, Elena Quach, Brigitte Sommer (all Corporate / Capital Markets); Henrik Lerchl (IP), all Frankfurt am Main).
Taylor Wessing Poland: Andrzej Mikosz (Partner), Jakub Pitera (Partner), Patrycja Sojka (Associate), all Corporate / Capital Markets, all Warsaw.