CHSH Cerha Hempel Spiegelfeld Hlawati advised Fosun Industrial Holdings Limited on the takeover of the textile group Wolford AG headquartered in Vorarlberg, Austria. The purchase price for 50.87% amounts to EUR 32.6 million. The transaction will also entail a public tender offer and is expected to close in spring 2018.
The purchase agreement for the 50.87% share package held by the current core shareholders – mainly foundations, companies and individuals of the Wilhelm and Palmers families – for a price of EUR 12.80 per share was signed on 1 March 2018. Subject to, inter alia, the approval of the cartel authorities, Fosun will thus become the new strategic majority shareholder of Wolford AG. In addition, Fosun published its intention to launch a public tender offer for the acquisition of up to all remaining shares in Wolford. Moreover, a capital increase in the amount of EUR 22 million is envisaged to strengthen Wolford's financial structure; requiring approval of the annual general meeting, which will take place on the day of closing of the purchase agreement, envisaged for May 2018.
Fosun is the largest private Chinese corporate conglomerate and is listed on the Hong Kong Stock Exchange.
In the course of the transaction, CHSH was inter alia responsible for corporate, capital markets and takeover law structuring, due diligence review, contract negotiations, merger control filing, regulatory announcements and notifications as well as the preparation of the public takeover offer.
The CHSH counselling team was jointly headed by Dr. Clemens Hasenauer and Dr. Harald Stingl (both partners, Corporate/M&A). Further, the team consisted of Dr. Volker Glas (partner, Capital Markets), Lorenz Pracht (senior associate, Corporate/M&A), Dr. Alexander Reich-Rohrwig, Benedikt Svoboda, Ferdinand Guggenmos (associates, Corporate/M&A), Christopher Peitsch (senior associate, Employment), Mark Krenn (partner, Real Estate), Dr. Katharina Majchrzak (senior associate, IP) as well as Dr. Michael Mayer (counsel) and Dr. Ana Feiler (senior associate, both Merger Control)