Baker McKenzie comprehensively advised the listed Pfeiffer Vacuum Technology AG on its domination and profit and loss transfer agreement (BGAV) as controlled company with Pangea GmbH, a wholly owned subsidiary of Busch SE, as controlling company. On May 2, 2023, the Annual General Meeting granted the necessary approval for the BGAV as an important structural measure. The Annual General Meeting was also prepared and accompanied by Baker McKenzie.
"The domination and profit and loss transfer agreement intends to further simplify the already close cooperation between our client and the Busch Group and facilitate the exchange of information within the group. We were able to make our contribution to this by providing intensive advice," commented Dr. Katharina Stüber, Partner at Baker McKenzie.
Pangea, a wholly owned subsidiary of Busch SE, currently holds 62.7 % of the shares in Pfeiffer Vacuum. Busch SE holds a further 0.96 % of the shares. In the domination and profit and loss transfer agreement, Pangea offers the minority shareholders of Pfeiffer Vacuum a cash compensation offer pursuant to Sec. 305 AktG in the amount of € 133.07 per share.
Pfeiffer Vacuum is a leading global supplier of vacuum solutions. In addition to a complete range of hybrid and magnetic bearing turbopumps, the product portfolio includes backing pumps, leak detectors, measurement and analysis equipment, components as well as vacuum chambers and systems. Founded in 1890, Pfeiffer Vacuum is now active worldwide. The company employs some 4,000 people and has more than 20 sales and service companies as well as ten production sites worldwide.
Baker McKenzie's Corporate/M&A team regularly advises on critical shareholder meetings and structural measures as well as on national and international transactions. Most recently, Baker McKenzie advised, among others, AURELIUS on its acquisition of LSG Group from Deutsche Lufthansa AG, Nokian Tyres plc on the sale of its Russian operations to Tatneft, Sika on divestment of business of MBCC Group to INEOS, Fluidra on its acquisition of Meranus Group, Magna on the acquisition of Veoneer's Active Safety Business, MicroVision on the acquisition (asset deal) of the business of Hamburg based Ibeo Automotive Systems, Trane Technologies on the acquisition of AL-KO Air Technology, Pacoma on the sale to L&P, Deutsche Beteiligungs AG (DBAG) on its investment in vhf Group, VINCI Energies S.A. on the acquisition of parts of Kontron AG, AURELIUS on the acquisition of AGFA Offset Solutions and of Footasylum from JD Sports and FUNKE Digital on the acquisition of Baseplus DIGITAL MEDIA GmbH, Knorr-Bremse AG on the sale of its stake in Haldex AB to SAF-Holland SE, Siemens on the sale of its Commercial Vehicles business to Meritor and Sika AG on the acquisition of the MBCC Group.
Legal Advisor to Pfeiffer Vacuum Technology AG:
Baker McKenzie
Lead:
Corporate/M&A: Katharina Stüber, Peter Wand (both partner, Frankfurt)
Team:
Corporate/M&A: Christian Vocke (partner, Frankfurt), Frederik Erdmann, Dominic Böschen (both associates, Frankfurt)
Tax: Stephan Behnes (partner, Frankfurt)
Employment: Katja Häferer (partner, Frankfurt)
In-house at Pfeiffer Vacuum Technology AG: Torben Schmidt, Senior Legal Counsel