24 March 2022

The competition law team of GLADE MICHEL WIRTZ took the lead in the approval of the further development of the joint online payment system "giropay" by the Federal Cartel Office for the Association of German Banks (BdB), the Federal Association of German Cooperative Banks (BVR), the Federal Association of German Public Banks (VÖB), the German Savings Banks Association (DSGV), Commerzbank AG, Deutsche Bank AG, and DZ BANK AG.

GLADE MICHEL WIRTZ acts since 2019 as "Counsel to the Project" for the antitrust workstream of project #dk. The project is aimed at successfully establishing a uniform digital payment system for German banks and savings banks under the uniform brand "giropay". giropay shall be established as a national alternative to payment systems such as Apple Pay, Google Pay, Paypal or the major credit card providers Mastercard or VISA. The mandate comprises, in particular, the consultation of the complex antitrust and economic issues with the Federal Cartel Office, partly with the involvement of economic advisors.

In a first step, the Federal Cartel Office approved in December 2020 the merger of the previously independent online payment systems paydirekt, giropay and Kwitt under the uniform brand "giropay". The second project phase was approved by the Federal Cartel Office in March 2022. The focus of this phase is the centralization of the business and payment model at paydirekt GmbH, which operates on the market for the project, as well as the integration of the digital girocard as authentication method for payments effected through giropay.

The FCO's decision paved the way for the German banking industry to further develop its uniform digital payment system. In particular, the integration of the digital girocard into giropay will enrich the market with a modern national online payment system and create an efficient alternative for consumers and merchants to the offers of international corporations.

GLADE MICHEL WIRTZ (Düsseldorf):

Dr Silke Möller, Dr Markus Wirtz; Associates: Dr Max Schulz, Dr Simon Weise (all Competition)

GLADE MICHEL WIRTZ collaborated with economists from E.CA Economics (Berlin) for this project:

Dr Hans W. Friederiszick, Alia Schweiger

The press release is available for download here: GLADE MICHEL WIRTZ accompanies approval by the Federal Cartel Office for further development of the online payment system giropay

9 December 2021

GLADE MICHEL WIRTZ advised Daimler AG on the separation of its commercial vehicle business from the Daimler Group by way of a spin-off of a majority shareholding in Daimler Truck AG. On 1 October 2021, Daimler shareholders approved the spin-off with an overwhelming majority of 99.90 % in a virtual Extraordinary General Meeting. The spin-off became effective on 9 December 2021 by registration in the Commercial Register at the Amtsgericht (Local Court) in Stuttgart. As a result of the spin-off, Daimler shareholders will receive one additional share in the new Daimler Truck Holding AG for every two Daimler shares held. In this way, 65 % of the shares in Daimler Truck Holding AG will be held by Daimler shareholders. Daimler itself will retain a direct and indirect interest in Daimler Truck Holding AG with the remaining 35 %. The shares of Daimler Truck Holding AG will be traded on the Prime Standard of the Frankfurt Stock Exchange as of 10 December 2021. The admission of the shares of Daimler Truck Holding AG to the DAX40 is expected in the first quarter of 2022. At the Extraordinary General Meeting, the shareholders of Daimler AG also approved the change of the company's name. As of 1 February 2022, Daimler AG will therefore operate under the name Mercedes-Benz Group AG.

In the context of the group separation (Daimler-internal Project Focus), GLADE MICHEL WIRTZ together with Linklaters provided lead advice on the structuring of the transaction. GLADE MICHEL WIRTZ was responsible for the preparation of the comprehensive demerger documentation in preparation for the shareholders' resolution at the extraordinary general meeting as well as the implementation of all other transaction steps required at the level of Daimler Truck Holding AG. Furthermore, GLADE MICHEL WIRTZ advised Daimler AG on the preparation and conduct of the Extraordinary General Meeting. 

GLADE MICHEL WIRTZ had already acted as lead advisor in the group-wide restructuring of Daimler AG in the years 2017 to 2019, when the divisions Mercedes-Benz Cars and Mercedes-Benz Vans, on the one hand, and Daimler Trucks and Daimler Buses, on the other hand, were hived down into two independent stock corporations, Mercedes-Benz AG and Daimler Truck AG (Daimler-internal Project Future). The now executed spin-off of the majority shareholding in Daimler Truck AG represents the logical continuation of the unbundling of the group structures created within the framework of Project Future. 

Dr Marco Sustmann and Dr Andreas Merkner (both Lead) as well as Dr Friedrich Schulenburg and Dr Alexander Retsch (all Partners Corporate/M&A); Dr Philipp Schanze (Counsel Corporate/M&A); Dr Philipp Elixmann and Dr Felix Bangel (Associates Corporate/M&A).

1 December 2021

The law firm GLADE MICHEL WIRTZ, specialising in corporate and competition law, has promoted Dr Friedrich Schulenburg to the partnership as of 1 December 2021. Friedrich Schulenburg has worked in the firm's corporate law practice since 2013, initially part- time during his doctoral studies, and full-time since 2016. His promotion to the partnership is a further significant step in the firm's continuous organic growth and the strategic development of the corporate law practice, especially with regard to company and capital markets law.

Friedrich Schulenburg advises German and international clients on all issues of corporate law. In this area, he specialises in advising listed stock corporations on issues of stock corporation and capital markets law, including the preparation and conduct of (virtual) general meetings. Another focus of his work is advising on structural measures under German stock corporation and transformation law. In recent years, for example, he has accompanied the restructuring of the Daimler Group by carving out the Cars & Vans and Trucks & Buses divisions into separate stock corporations and the merger of Provinzial Rheinland and Provinzial NordWest. Currently, Friedrich Schulenburg is, inter alia, significantly involved in advising Daimler AG on the spin-off of the Trucks & Buses business to a new listed stock corporation.

Dr Andreas Merkner, partner of GLADE MICHEL WIRTZ: "We are delighted to count Friedrich Schulenburg among our partners as of now. With his appointment we are able to set the course for a sustainable further development of the firm's corporate law practice. Friedrich Schulenburg has developed into an outstanding lawyer in recent years. He is highly valued by clients and colleagues alike for his analytical thinking and insight, even in complex matters." Dr Markus Wirtz, partner of the firm's competition practice, added: "Following the appointment of Alexander Retsch as partner this summer, the promotion of Friedrich Schulenburg to the partnership is further proof of our deliberate support of our younger generation, through which we will continue to develop our firm organically in the future."

The press release is available for download here: GLADE MICHEL WIRTZ promotes Dr Friedrich Schulenburg to its partnership

16 August 2021

GLADE MICHEL WIRTZ advises the MDAX-listed industrial group GEA Group Aktiengesellschaft ("GEA") in connection with a share buy-back program which starts today and is expected to be completed by the end of 2022. GEA intends to acquire own shares with a value of up to EUR 300 million via the stock exchange.

GEA's Executive Board had resolved and announced the share buy-back program on 12 August 2021. The buy-back shall be carried out in two tranches. A first tranche with a purchase price of up to EUR 150 million will be carried out in the next six months through an independent investment bank.

The acquired shares can be used for all purposes approved by the Annual General Meeting on 19 April 2018, in particular as acquisition currency or as a stock dividend. There are currently no plans to cancel the shares.

11 August 2021

The law firm GLADE MICHEL WIRTZ, specialising in corporate and competition law, has promoted Dr Alexander Retsch (36) to the partnership as of 1 August 2021. Alexander Retsch has worked in the firm's corporate law practice since August 2015. His promotion to the partnership is a further significant step in the firm's continuous organic growth and the strategic development of the corporate law practice, especially with regard to capital markets law.

Alexander Retsch advises companies on all issues of corporate law. He focuses on advising listed stock corporations in connection with issues relating to stock corporation and capital markets law, particularly in litigation matters such as investor lawsuits and officers' liability claims. He represents his clients, which include DAX and MDAX companies in particular, in complex court and administrative proceedings. Alexander Retsch is currently, inter alia, co‑leading the defense of Daimler AG against investor lawsuits in connection with Diesel exhaust emissions and is also part of the team advising Daimler AG on the spin-off of its Trucks & Buses division. He is also the author of numerous publications in the field of capital markets law and a lecturer at the University of Münster. 

Dr Marco Sustmann, partner of GLADE MICHEL WIRTZ: "We are very pleased about Alexander Retsch joining the partnership and honour his development into an outstanding lawyer and an expert in the field of capital markets law." Dr Markus Wirtz, partner of the firm's competition practice, added: "We look forward to continuing our work with Alexander Retsch, who has been a lawyer at our firm for many years and has already contributed significantly to the firm's success in the past. After the partner appointments in the past, the promotion of Alexander Retsch to the partnership is further proof of our deliberate support of our younger generation, through which we will continue to develop our firm organically in the future."

The press release is available for download here: GLADE MICHEL WIRTZ promotes Dr Alexander Retsch to its partnership 

9 June 2021

GLADE MICHEL WIRTZ advises ZF Friedrichshafen AG on the sale of ZF Luftfahrttechnik GmbH to Airbus Helicopters. The transaction aims to strengthen its maintenance, repair, and overhaul (MRO) capabilities. This step is also a contribution to improving and maintaining the fleet availability of the programs covered by the ZF Luftfahrttechnik product portfolio. ZF Luftfahrttechnik is currently an MRO service partner for the majority of the German Bundeswehr helicopter fleet. It has also delivered more than 10,000 gearboxes all over the world. It is a supplier of the H135 main gearbox, the tail gearbox of the Tiger helicopter, and has a share in the H145 programme. In 2020, the company achieved revenues of EUR 85.3 million and employed 370 people. ZF Luftfahrttechnik is located in Kassel-Calden.

"By adding ZF Luftfahrttechnik to our portfolio, we will further broaden our range of MRO capabilities and secure additional competences in the area of dynamic systems for Airbus Helicopters, adding value for our global customer base", said Bruno Even, CEO of Airbus Helicopters. "With ZF Luftfahrttechnik, we will be able to improve our service offering for our customers including key partners like the German Bundeswehr, thus addressing their MRO needs faster with an increased level of integration. ZF Luftfahrttechnik’s balanced and global business model fits very well into our approach to the worldwide helicopter market."

"With Airbus Helicopters as the acquiring entity, there are excellent prospects for ZF Luftfahrttechnik", said Wilhelm Rehm, Member of the Board of Management of ZF Group. "It was our intention that the location would have the best possible development opportunities and that the employees would have sound future prospects at the location."

With over 100 years of experience in the aviation industry, ZF Luftfahrttechnik is a world-leading manufacturer of dynamic components for light and medium helicopters including related services with a global customer base. A subsidiary of the ZF Group, the company is also a leader with regards to the MRO for dynamic components of helicopters. Airbus has a long history of successful partnership with ZF Luftfahrttechnik going back many years to the initial collaboration on the Alouette II and BO105. Today, Airbus intends to build on these strong foundations, continuing to invest in and grow ZF Luftfahrttechnik as part of Airbus. 

The acquisition has been approved by the relevant bodies of both companies. It remains subject to regulatory approvals, as well as other conditions usual in this type of transaction, which should be completed in 2021.

GLADE MICHEL WIRTZ (Düsseldorf):

Dr Achim Glade (Partner), Dr Jan Hermes (Salary Partner), Bettina Kampshoff (Associate) – all Corporate; Dr Christian Karbaum (Partner), Maximilian Schoone (Associate) – both Competition

GLADE MICHEL WIRTZ has worked together with ist network partners:

held jaguttis Rechtsanwälte (public law): Dr Malte Jaguttis (Partner) 

Covington & Burling LLP (IP law): Dr Moritz Hüsch (Partner)

GLADE MICHEL WIRTZ, with currently 27 lawyers, specialises in the areas of Corporate & Competition. As a focused boutique law firm, GLADE MICHEL WIRTZ from Düsseldorf advises companies listed on the DAX30, MDAX or TecDAX, upscale medium-sized companies, which are often market and technology leaders in their sectors, as well as foreign, globally active groups and investors, both nationally and internationally, on corporate and partnership law, M&As, restructuring and reorganisation, antitrust law, in particular with respect to antitrust fine and merger control proceedings, corporate litigation and compliance issues.

The press release is available for download here: GLADE MICHEL WIRTZ advises ZF Friedrichshafen AG on the sale of ZF Luftfahrttechnik GmbH

25 May 2021

GLADE MICHEL WIRTZ has advised Mycronic AB, based in Täby, Sweden, on the acquisition of atg Luther & Maelzer GmbH, Wertheim, Germany. The purchase consideration amounts to approximately USD 125 million on a cash and debt-free basis.

With its approximately 190 employees, atg Luther & Maelzer develops, produces and sells equipment that tests, measures and verifies PCBs and substrate. Its leading position is built on a proprietary technology for Flying Probe Test (FPT) Systems and Grid Test Systems. The Asian market, with a focus on China and Taiwan, accounts for approx. 75% of the company's net sales.

Mycronic AB is a Swedish high-tech company engaged in the development, manufacture and marketing of production equipment with high precision and flexibility requirements for the electronics industry. The group has subsidiaries in Germany, France, the Netherlands, Singapore, South Korea and the USA, among others. Mycronic is listed on Nasdaq Stockholm.

The M&A-team of GLADE MICHEL WIRTZ acted as lead legal counsel. It worked with M&Alawyers in China, Taiwan and the United States in this transaction. For domestic law it acted as one-stop-shop through its well established network of specialist firms.

GLADE MICHEL WIRTZ (Düsseldorf):

Dr Achim Glade (Partner, Team Lead), Dr Jan Hermes (Salary Partner), Bettina Kampshoff, Caroline Krauss, Dr Jens Poll (all Associate) – all Corporate/M&A

Dr Silke Möller (Partner), Dr Simon Weise (Associate) – both Competition

USA

Crowell & Moring LLP: James R. Stuart III (Partner), Nicholas James (Counsel)

China

Zhong Lun Law Firm: Cindy Guo (Partner), Miaomiao Lu (Associate)

Taiwan

LCS & Partners, Taipei: Peter Chen (Partner)

Germany (Specialist law firms)

Covington & Burling LLP (IT law, data protection): Dr Moritz Hüsch, Dr Lars Lensdorf (both Partner), Dr Sophie Herold (Associate)

held jaguttis (public law): Dr Simeon Held (Partner), Bernard Altpeter (Associate)

Hoyng ROKH Monegier (IP law): Dr Martin Köhler, Mathis Breuer (Partners), Dr Ricarda Braun, Ivan Dimitrov (both Associates)

KLIEMT.Arbeitsrecht (labour law): Dr Alexander Ulrich (Partner)

GLADE MICHEL WIRTZ, with currently 27 lawyers, specializes in the areas of Corporate & Competition. As a focused boutique law firm, GLADE MICHEL WIRTZ from Düsseldorf advises companies listed on the DAX30, MDAX or TecDAX, upscale medium-sized companies, which are often market and technology leaders in their sectors, as well as foreign, globally active groups and investors, both nationally and internationally, on corporate and partnership law, M&A, restructuring and reorganization, antitrust law, corporate litigation and compliance issues.

The press release is available for download here: GLADE MICHEL WIRTZ advises Mycronic AB on the acquisition of atg Luther & Maelzer

24 February 2021

GLADE MICHEL WIRTZ advises Haniel together with a team from Loyens & Loeff (Amsterdam) on the acquisition of 100% of the shares in BauWatch, a business active in temporary outdoor security solutions, from Nordian Capital. BauWatch, headquartered in Apeldoorn, The Netherlands, was spun out of Dutch construction group Visser Assen about ten years ago and has grown continuously since then. The company's access control, alarm and video systems are currently mainly used on construction sites; other areas of application include open storage areas and company premises, car parks and recycling areas.

With the acquisition of BauWatch, the traditional company Haniel, which is 100% family-owned, can further expand its portfolio. Haniel CEO Thomas Schmidt: "We are very happy with this acquisition; it is another milestone in transforming our portfolio towards sustainable businesses in high growth markets." The acquisition is expected to close in March 2021.

The long-standing client relationship between Haniel and GLADE MICHEL WIRTZ has already existed for almost ten years, during which GLADE MICHEL WIRTZ assisted Haniel in many transactions. Most recently, GLADE MICHEL WIRTZ advised Haniel in connection with the acquisition of the MediaMarktSaturn minority shareholding by CECONOMY AG by way of a regular capital increase through contributions in kind as well as the Haniel subsidiary ROVEMA on the acquisition of the packaging specialist Hassia India, as well as, among others, on the acquisition of the ROVEMA Group itself (2017), the acquisition of Bekaert Textiles (2015) and the two-stage acquisition of Rentokil Initial by Haniel subsidiary CWS-boco (2016/2017 and 2019). In 2018/2019, GLADE MICHEL WIRTZ advised Haniel on the reduction of its shareholding in METRO AG.

Haniel (Inhouse Legal Duisburg):

Dr Hannes Meckel (General Counsel), Dr Thomas Bentler, Jochen Plass

Loyens & Loeff (Amsterdam):

Harmen Holtrop (Partner), Wijnand Meijer (Senior Associate), Eline de Ruijter (Associate), Koen van Middelaar (Associate) – all Corporate

GLADE MICHEL WIRTZ (Düsseldorf):

Dr Achim Glade (Partner), Dr Jan Hermes (Salary Partner), Bettina Kampshoff (Associate), Caroline Krauss (Associate) – all Corporate; Dr Christian Karbaum (Partner), Maximilian Schoone (Associate) – both Competition

GLADE MICHEL WIRTZ has worked together with its network partners:

held jaguttis: Dr Simeon Held (public law)

KLIEMT.Arbeitsrecht: Dr Alexander Ulrich (labour law)

Covington & Burling: Dr Moritz Hüsch (data protection law)

Schönherr (Vienna): Volker Weiss (competition law)

GLADE MICHEL WIRTZ, with currently 28 lawyers, specializes in the areas of Corporate & Competition. As a focused boutique law firm, GLADE MICHEL WIRTZ from Düsseldorf advises companies listed on the DAX30, MDAX or TecDAX, upscale medium-sized companies, which are often market and technology leaders in their sectors, as well as foreign, globally active groups and investors, both nationally and internationally, on corporate and partnership law, M&A, restructuring and reorganization, antitrust law, corporate litigation and compliance issues.

The press release is available for download here: GLADE MICHEL WIRTZ advises Haniel on the acquisition of BauWatch from Nordian Capital

21 January 2021

The law firm GLADE MICHEL WIRTZ, specialising in corporate law/M&A and competition law has promoted Dr Jan Hermes (43) to Salary Partner in their circle of Partners. Jan Hermes has worked in the firm's corporate law department since September 2008. His partnership is further proof of the firm's commitment to organic growth and strategic development of the corporate and transaction practice of GLADE MICHEL WIRTZ.

Jan Hermes has specialized in the support of M&A transactions and covers the whole spectrum of transaction advisory and management. He advises companies and their owners on acquisition and sale of strategic shareholdings. His expertise includes transactions in German middle-sized businesses as well as complex cross-border M&A and carve out projects. Most recently he worked alongside HANIEL's subsidiary Rovema on the acquisition of the Indian Hassia Packaging Private Limited from the Italian I.M.A. Group., advised Deutsche Fonds Holding on the acquisition of Assetando Real Estate and the American Crosby Group on the acquisition of German Schmiedestück-Vertrieb Feuerstein GmbH (Feubo). 

Dr Achim Glade, founding partner of the firm: "Jan Hermes has worked alongside our Corporate Partners on almost all of the major M&A projects that our firm has advised on. He has built up many years of experience in coordinating and managing international teams in complex transactions. His partnership is thus a consistent step towards further sharpening our M&A profile." Dr Marco Sustmann adds: "We are pleased to have Jan Hermes as a Salary Partner among us, with whom we can further broaden our transaction practice." 

GLADE MICHEL WIRTZ, with currently 28 lawyers, specialises in the areas of Corporate & Competition. As a focused boutique law firm, GLADE MICHEL WIRTZ from Düsseldorf advises companies listed on the DAX30, MDAX or TecDAX, upscale medium-sized companies, which are often market and technology leaders in their sectors, as well as foreign, globally active groups and investors, both nationally and internationally, on corporate and partnership law, M&As, restructuring and reorganisation, antitrust law, in particular with respect to antitrust fine and merger control proceedings, corporate litigation and compliance issues.

The press release is available for download here: GLADE MICHEL WIRTZ promotes Dr Jan Hermes as its first Salary Partner

2 November 2020

GLADE MICHEL WIRTZ advised Deutsche Fonds Holding GmbH (hereinafter "DFH"), Stuttgart, on the acquisition of Assetando Real Estate GmbH (hereinafter "Assetando"), Hamburg, WestFonds Immobilien-Anlagegesellschaft mbH (hereinafter "WestFonds"), Düsseldorf, and other companies in the real estate fund and asset management sector from Ernst Russ AG, Hamburg. Assetando was founded in 2012 and has operated as the central property management unit of Ernst Russ AG since 2016. WestFonds was acquired by Ernst Russ AG in 2016. Assetando and WestFonds complement the portfolio of DFH with a joint portfolio of 29 properties with a volume of around EUR 0.9 billion. The parties have agreed not to disclose details of the planned sale. The transaction is to be implemented in the short term and is subject to approval by the merger control authorities. GLADE MICHEL WIRTZ has advised DFH on several transactions in the past.

DFH has been initiating, placing and managing successfully closed-end real estate funds and asset structure funds for private and institutional investors since 1992. Since the company was founded, DFH has successfully completed 97 transactions with an investment volume of approximately EUR 12.8 billion in the market. DFH is a company of Deutsche Immobilien Holding AG, Delmenhorst, which is also the holding company for the Real Estate division of Zech Group SE, based in Bremen. 

GLADE MICHEL WIRTZ (Düsseldorf):

Dr Marco Sustmann (Partner), Dr Jan Hermes (Salary Partner), Dr Philipp Kordt (Associate) – all Corporate; Dr Christian Karbaum (Partner), Hui Ye (Associate) – both Competition

GLADE MICHEL WIRTZ has worked together with its network partners:

Kliemt.Arbeitsrecht (Labour Law): Dr Alexander Ulrich

honert + partner (Tax Law): Dr Jochen Neumayer

GLADE MICHEL WIRTZ, with currently 25 lawyers, specialises in the areas of Corporate & Competition. As a focused boutique law firm, GLADE MICHEL WIRTZ from Düsseldorf advises companies listed on the DAX30, MDAX or TecDAX, upscale medium-sized companies, which are often market and technology leaders in their sectors, as well as foreign, globally active groups and investors, both nationally and internationally, on corporate and partnership law, M&As, restructuring and reorganisation, antitrust law, in particular with respect to antitrust fine and merger control proceedings, corporate litigation and compliance issues.

The press release is available for download here: GLADE MICHEL WIRTZ advises Deutsche Fonds Holding GmbH on the acquisition of Assetando Real Estate GmbH