CHSH advises first cross-border merger to Austria by stock-listed biolitec Group

CHSH Cerha Hempel Spiegelfeld Hlawati has provided comprehensive legal advice to biolitec AG, which is stock-listed in Frankfurt, in connection with its relocation from Germany to Austria.

Dr. Thomas Trettnak, Mag. Heinrich Foglar-Deinhardstein

CHSH Cerha Hempel Spiegelfeld Hlawati has provided comprehensive legal advice to biolitec AG, which is stock-listed in Frankfurt, in connection with its relocation from Germany to Austria. The reorganisation, which took the form of a cross-border merger under the (Austrian) EU Merger Act, is in keeping with the intention of the EU legislator to ensure greater freedom of establishment for corporations within the EU and, as far as can be seen, it is the first of its kind in Europe owing to the stock exchange listing of the biolitec Group.

biolitec AG is a world leader in the development and production of medical laser systems and fibre optics. As a result, several hundred thousand patients can be successfully treated each year by means of a targeted, minimally invasive approach. The relocation to Vienna was made for tax considerations, owing to the Austrian group tax regime, and because of market factors such as excellent access from Vienna to the future markets in Central and Eastern Europe in particular.

The listing of the Austrian acquiring company necessitated stock exchange trading in registered shares issued solely by an Austrian company. Furthermore, the merger plan – which complied with both German and Austrian law – included a series of provisions for compensating free float shareholders, including the settlement of fractional amounts on the basis of the exchange ratio of 1:10 for the shares of the companies involved in the merger. Lastly, it was also possible to take full account of the strict EU rules governing creditor protection both in Germany and Austria without difficulty, as confirmed by an in-depth inspection of the German commercial register.

The team at CHSH was led by Thomas Trettnak (Partner, Corporate/M&A), and also consisted of Heinrich Foglar-Deinhardstein (Partner, Corporate/M&A), Franziska Mensdorff-Pouilly (Associate, Corporate/M&A), Stephanie Sauer (Associate, Corporate/M&A), Christian Aichinger (Senior Associate, Capital Markets) and Susanne Molitoris (Senior Associate, Employment).