Category: News

bpv Huegel advised IMMOFINANZ on the squeeze-out and delisting of S IMMO

IMMOFINANZ takes further step to optimise group structure. IMMOFINANZ Group holds 100% of the shares in S IMMO following completion of the squeeze-out.

03 December 2024. In October this year, the Shareholders’ Meeting of S IMMO AG resolved upon the squeeze-out of minority shareholders in exchange for cash compensation in accordance with the Austrian Squeeze-out Act. The squeeze-out took effect upon entry in the commercial register on 3 December 2024. The S IMMO shares of the minority shareholders will be transferred to IMMOFINANZ AG as the main shareholder. At the same time, S IMMO’s listing on the Vienna Stock Exchange ended.

bpv Huegel advised IMMOFINANZ on the entire squeeze-out process and delisting.

IMMOFINANZ Group is a commercial real estate group whose activities are focused on the office and retail segments of eight core markets in Europe: Austria, Germany, Poland, Czech Republic, Slovakia, Hungary, Romania and the Adriatic region. Its core business includes the management and development of real estate. IMMOFINANZ Group owns real estate assets worth around EUR 8.0 billion, which are spread across approximately 470 properties. The company is listed on the Vienna (leading index ATX) and Warsaw stock exchanges. Further information: https://www.immofinanz.com.

The bpv Huegel team was led by Christoph Nauer and Roland Juill (both Corporate/M&A, Capital Markets) and included Barbara Valente (Corporate/M&A, Capital Markets), Nicolas Wolski (Tax Law), Lucas Hora (Tax Law) and Daniel Maurer (Corporate/M&A, Capital Markets).

IMMOFINANZ has engaged PwC Advisory Services GmbH (Viktoria Gass, Matthias Eicher) for the valuation. BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft (Kurt Schweighart and Raffaela Uhl) acted as court appointed expert auditor. S IMMO was advised by DORDA (Christoph Brogyányi and Andreas Mayr).

bpv Huegel’s corporate and capital markets team advised IMMOFINANZ during the squeeze-out process to increase its stake in S IMMO – acquisition of approx. 38% of S IMMO shares from CPI Property Group SA for a purchase price of approx. EUR 608.5 million. Through this transaction, together with the squeeze-out, IMMOFINANZ Group now acquires all shares in S IMMO.

Press release

Nicolas Wolski (lawyer and tax advisor) will head the tier 1 tax practice at bpv Huegel

Vienna, 04 November 2024. The experienced tax partner Nicolas Wolski (42) will take over as Head of Tax at bpv Huegel with November 2024.

Nicolas has been a leading expert in tax law at bpv Huegel for six years. He also has many years of experience working for major international law firms, including Freshfields Bruckhaus Deringer, Graf von Westphalen and the US law firm Willkie Farr & Gallagher. Nicolas is dual-qualified as a lawyer and tax advisor in both Austria and Germany.

Nicolas has worked closely with the former head of the practice, Gerald Schachner, for the past few years. Gerald will leave his position at bpv Huegel after 14 years at the end of October 2024 to set-up his own law firm.

“We are looking forward to continuing to work with Nicolas in his new role. As Head of Tax, he will lead the further development of the practice group. Our goal is to give it an even stronger international focus. I would also like to thank our partner and friend Gerald for his significant contribution to the successful development of bpv Huegel’s tax practice,” said Christoph Nauer, Co-Managing Partner at bpv Huegel.

Nicolas will continue to be supported in his new role by Kornelia Wittmann, also tax partner. She has been with bpv Huegel for over twelve years and previously worked for Big Four tax advisory firms for many years. She is also dual qualified as a tax advisor and lawyer in several jurisdictions.

The tax practice of bpv Huegel is a leading practice and has top positions in national and international rankings such as JUVE, ITR World Tax, Chambers Europe and Legal 500. As recently as September 2024, the ITR tax team was named “Tax Litigation Law Firm of the Year – Austria” and “Transfer Pricing Law Firm of the Year – Austria”. 40 years ago, bpv Huegel was one of the first Austrian law firms to focus on integrated tax advice.

“I would like to thank my partners for their trust. It is of course an honour to take over the lead of the practice group from Gerald. It’s unfortunate that he is leaving. We as a team, but also I personally, are very grateful to him for his always respectful and friendly support, especially in my early years at bpv Huegel. I am looking forward to my new role”, said Nicolas Wolski, new Head of Tax at bpv Huegel.

Press release

bpv Huegel advises ams OSRAM on Reverse Share Split

Vienna, 7 October 2024. The Reverse Share Split at a ratio of 10:1 to reclassify the company’s share capital was resolved at the Annual General Meeting on 14 June 2024. Ten existing shares were merged into one new share (10:1). The Reverse Share Split was successfully completed on the first trading day of the new shares on the SIX Swiss Exchange on 30 September 2024.

The ams OSRAM Group (SIX: AMS), is a leading global supplier of innovative lighting and sensor technologies. Its portfolio includes high-quality semiconductor-based light emitters, sensors, CMOS ICs, and software as well as a range of traditional lighting technologies for automotive and speciality applications. Headquartered in Premstätten/Graz (Austria) and co-headquartered in Munich (Germany), the ams OSRAM Group generated revenues of EUR 3.6 billion in 2023 and is listed on the SIX Swiss Exchange as ams-OSRAM AG.

bpv Huegel advised ams OSRAM on corporate and capital markets. The team was led by Christoph Nauer (Partner, Corporate/M&A, Capital Markets), Barbara Valente (Corporate/M&A, Capital Markets) and Roland Juill (Corporate/M&A, Capital Markets).

Matthias Lack (VP & Head of Legal Corporate) was responsible for the Reverse Share Split in-house at ams OSRAM.

Press release

bpv Huegel advises IMMOFINANZ on further increase of S IMMO shareholding

The IMMOFINANZ Group acquired a further approx. 38% of S IMMO shares from CPI Property Group SA for a purchase price of around EUR 608.5 million.

Vienna, 3 October 2024. bpv Huegel advised IMMOFINANZ on the further increase of its shareholding in S IMMO AG.

IMMOFINANZ Group acquired a further 28,241,094 shares in S IMMO AG from its core shareholder CPI Property Group SA (CPIPG), thereby increasing its shareholding by around 38% to approximately 89%. The purchase price for the transaction amounts to EUR 608.5 million, which corresponds to a price of EUR 21.55 per S IMMO share. This results from the cash compensation of EUR 22.05 to be paid to the minority shareholders of S IMMO AG in the course of the planned squeeze-out less a discount of EUR 0.50 per share. The transaction will be partly financed through a long-term credit facility of EUR 500 million at market conditions provided to IMMOFINANZ by CPIPG. The transaction agreements were signed on 25 September 2024 and the closing was subsequently completed.

IMMOFINANZ Group is a commercial real estate group whose activities are focused on the office and retail segments in eight core markets in Europe: Austria, Germany, Poland, the Czech Republic, Slovakia, Hungary, Romania, and the Adriatic region. Its core business includes property management and development. The real estate portfolio of IMMOFINANZ Group has a value of approximately EUR 8.2 billion and covers 490 properties. The company is listed on the Vienna (leading index ATX) and Warsaw stock exchanges. Further information: https://www.immofinanz.com.

The bpv Huegel team was led by Christoph Nauer (Corporate/M&A, Capital Markets) and included Barbara Valente (Corporate/M&A, Capital Markets), Roland Juill (Corporate/M&A, Capital Markets), Ingo Braun (Finance & Regulatory), Nicolas Wolski (Tax) and Daniel Maurer (Corporate/M&A, Capital Markets).

CPI Property Group S.A. was advised by Wolf Theiss (Florian Kusznier, Claus Schneider).

bpv Huegel’s corporate and capital markets team is also advising IMMOFINANZ on the ongoing squeeze-out of S IMMO. Upon completion of the squeeze-out, IMMOFINANZ Group would become a 100% shareholder of S IMMO.

Deal report

ITR Tax Awards 2024: bpv Huegel wins Tax Litigation Law Firm of the Year & Transfer Pricing Law Firm of the Year – Austria

The ITR Tax Awards recognise the best tax consultants and tax lawyers every year. bpv Huegel was awarded twice this year.

London/Vienna, 20 September 2024. bpv Huegel’s tax team was honoured as “Tax Litigation Law Firm of the Year – Austria” and “Transfer Pricing Law Firm of the Year – Austria” at the ITR Tax Awards in London. The team already won the “Tax Disputes Firm of the Year – Austria” award in 2021 and 2022. Last year, the work was crowned with the “Tax Firm of the Year – Austria” award.

“We are particularly proud of the fact that we have been one of the top tax firms in Austria for years and have been honoured twice this year. The awards show that our tireless commitment to excellence is not only recognised in Austria, but also beyond,” says Gerald Schachner, head of the tax group.

Kornelia Wittmann, tax partner, is delighted: “The fact that we have now been honoured by ITR a total of five times in the last four years is a very special success.” Nicolas Wolski, tax partner, adds: “We tax partners are very proud of this team success, which is possible above all because all team members have been contributing to it for years with their outstanding performance. We are therefore particularly pleased that all team members have also been individually ranked by ITR.” 

The International Tax Review, the leading publication for the tax industry, annually honours the most successful tax law firms in the EMEA region (Europe, Middle East and Africa). This year, the ITR Tax Awards were presented for the 20th time. In addition to the size and innovative strength of the law firms, a jury of experts assessed the complexity of the projects handled.

Press release

bpv Huegel appoints Paul Pfeifenberger as partner

Paul Pfeifenberger (36) specialises in real estate and has been with bpv Huegel since 2015.

05 September 2024. Law firm bpv Huegel is strengthening its circle of partners in real estate and has appointed Paul Pfeifenberger as a partner.

His focus is on non-profit property developers as well as real estate developers and industrial companies in transactions with project properties and the entire value chain of property development projects.

Paul Pfeifenberger also advises on labour & employment with a focus on corporate transactions, where he also brings a profound practical experience from his previous work in the Organisation of the Chamber of Commerce.

Christoph Nauer, Co-Managing Partner of bpv Huegel, congratulates the new partner: “I am particularly pleased that Paul Pfeifenberger started at bpv Huegel as an associate. He has done outstanding work in recent years and has made a significant contribution to our success. We are delighted that he is now one of the partners in our firm.”

Arthur Braun recognized in Who’s Who Legal again for 2024

We are pleased to announce that Arthur Braun has been recommended again by Who’s Who Legal (WWL) and is ranked among the top nine competition lawyers in the Czech Republic for 2024!

Congratulations, Arthur, on your repeated and well-deserved recognition!

Through interviews with their researchers, the publication gathers the views, skills and knowledge of leading competition lawyers and economists around the world. The individuals recognized receives the highest number of nominations from peers, corporate advisors, clients and various market sources during WWL’s research period.

bpv Huegel advises Zentrasport on the transfer of the operating business to ANWR GROUP

The company transfer also successfully secures the future of SPORT 2000 in Austria.

20 June 2024. Zentrasport Österreich e. Gen. sells its operating business to ANWR sports GmbH, a company of the ANWR Group. In particular, services for sports retailers were transferred. A team from bpv Huegel advised Zentrasport on this sale. The sale follows a successful reorganization procedure in the self-administration of Zentrasport, which bpv Huegel structured and supported.

The sale was an important step towards securing the future of the Austrian sports retailer and preserving jobs at the Austrian site in Ohlsdorf. The affiliated Austrian sports retailers will have a strong partner in the ANWR GROUP, and the expertise of the Austrian organisation based in Ohlsdorf will contribute to strengthening SPORT 2000’s international presence, Holger Schwarting, member of the Zentrasport Management Board, is quoted as saying about the transaction.

ANWR GROUP eG, headquartered in Mainhausen (Hesse), is one of the highest-turnover retail cooperatives in Europe with a settlement volume of EUR 20.7 billion (2023) and a focus on the shoe, sporting, and leather goods trade. Around 20,000 medium-sized companies are affiliated to the ANWR Group via its two credit institutions – DZB BANK GmbH and AKTIVBANK AG. The group itself employs around 1,400 people.

Under the lead of Elke Napokoj (Corporate/M&A) and Bernhard Schatz (Insolvencies/Restructuring), Michaela Pelinka (Corporate/M&A) and Thomas Capek (Insolvencies/Restructuring) advised on the transaction in the bpv Huegel team.

bpv Huegel advises STRABAG on the planned acquisition of parts of VAMED Group

STRABAG SE is planning to acquire together with PORR AG technical operations management and construction projects divisions of Vienna General Hospital (AKH Wien), Austrian project development business and thermal spa holdings in Austria. A team of bpv Huegel is advising STRABAG SE on the transaction.

Vienna, 14 May 2024. STRABAG has announced to intend to acquire parts of VAMED Group together with PORR AG via a joint holding company for a total purchase price of about EUR 90 million. The seller is VAMED AG, which is majority owned by Fresenius SE & Co KGaA of Germany.

The object of the transaction is VAMED-KMB Krankenhausmanagement und Betriebsführungsges.m.b.H. (VKMB) and VAMED Standortentwicklung und Engineering GmbH (VSG), comprising the technical operations management and construction projects divisions of Vienna General Hospital (AKH Wien), including the Austrian project development business and thermal spa holdings in Austria.

The purchase agreement was signed by the joint holding company of STRABAG SE and PORR AG. PORR AG and STRABAG SE will each hold half of the joint holding company. STRABAG SE still requires approval from its Supervisory Board in order to finalise the transaction. The transaction is also subject to regulatory approval, including approval by the relevant competition authorities.

The transaction expands STRABAG’s service portfolio in technical facility management to include the medical sector while enhancing its expertise in project development in the healthcare sector. STRABAG SE is a European-based technology group for construction services with around 86,000 employees generating an annual output volume of around EUR 19 billion.

The transaction was led in-house by Meera Ramakrishnan (Head of Corporate Austria).

Led by Christoph Nauer (Corporate/M&A, Capital Markets) and Thomas Lettau (Corporate/M&A), the bpv Huegel transaction team included: Roland Juill (Corporate/M&A), Astrid Ablasser-Neuhuber (Antitrust Law), Gerhard Fussenegger (Antitrust Law, FDI), Nicolas Wolski (Tax Law), Lucas Hora (Tax Law), Florian Plattner (Contract Law, Litigation), Wolfgang Berger (Public Procurement Law), Paul Pfeifenberger (Labor Law), Anna Zirkler (Corporate/M&A) and Barbara Valente (Corporate/M&A).

Financial advisors were PwC (Gerald Eibisberger and Georg Schabetsberger) for STRABAG SE and BDO (Markus Bartl and Raffaela Uhl) for PORR AG. KPMG Law (Wendelin Ettmayer and Stephanie Sauer) provided legal advice to PORR AG. A team of Latham & Watkins advised Fresenius and VAMED AG as seller on the transaction.

bpv Huegel advises Verbund AG on the acquisition of a 10.15 MW wind farm in Burgenland

Vienna, April 2024. bpv Huegel has advised Verbund AG on the acquisition of a wind farm in the Austrian federal state of Burgenland with a total nominal output of 10.15 MW. The wind farm was sold in a bidding process. The seller is a private developer and operator of wind farms.

Thomas Lettau (Partner, Co-Head Corporate/M&A) led the bpv Huegel team which advised Verbund AG on all legal aspects of the successful transaction. In addition to corporate law matters and energy law expertise, the advice included the structuring of the transaction as well as the negotiation and finalisation of the transaction documents.

bpv Huegel regularly advises energy suppliers and investors on the acquisition and sale of assets and equity interests in the energy sector, including Macquarie European Infrastructure Fund 4 on the sale of its stake in Energie Steiermark.

Advisor to Verbund AG, bpv Huegel:

Thomas Lettau (Partner, Co-Head Corporate/M&A)
Christian Schneider (Partner, Head of Public Economic Law)
Nicolas Wolski (Partner, Tax Law)
Johannes Mitterecker (Attorney at Law, Corporate/M&A)
Tim Pasternak (Attorney at Law, Corporate/M&A)
Paul Pfeifenberger (Attorney at Law, Real Estate Law)
Anna Zirkler (Associate, Corporate/M&A)