Gleiss Lutz is advising AlzChem AG, a vertically integrated specialty chemicals producer with leading positions in selected niche markets, on its IPO. This is the first IPO of the year in the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange.
As part of a public offer in the Federal Republic of Germany and the Grand Duchy of Luxem-bourg as well as private placements in other jurisdictions, including an offer to qualified insti-tutional buyers (QIBs) in the US, a total of up to 8,129,000 shares will be offered in a price range of EUR 20 to EUR 27 per share during a bookbuilding process that will commence on 27 January 2017 and that is expected to end on 8 February 2017.
The offer includes 2,000,000 newly issued shares from a capital increase to be resolved by a shareholders’ meeting of the company and up to 5,390,000 shares from the holdings of the selling shareholders. Also, up to a maximum of 739,000 existing shares from the holdings of the selling shareholders may be placed at the offer price as part of an over-allotment and greenshoe option. The total transaction volume will therefore amount to up to around EUR 219.5 million. The company expects to raise gross proceeds of EUR 40 million to EUR 54 million from the capital increase.
Société Générale Corporate & Investment Banking and Baader Bank will manage the IPO as Joint Global Coordinators and Joint Bookrunners. Co-Lead Manager is ODDO SEYDLER BANK AG.
AlzChem AG is being advised by the following Gleiss Lutz team, headed by Dr. Stephan Aubel (lead, partner) and Melanie Barwich (both corporate/capital markets, Frankfurt): Jan-Rasmus Roßkamp, Michael Obst, Marina Stoklasa, Domingo de Prada (all corporate/capital markets, Frankfurt), Dr. Thomas Winzer (partner, Frankfurt), Dominic Hies (both employ-ment, Frankfurt), Dr. Philipp Naab (counsel), Oksana Weber-Kim (both real estate, Frankfurt), Dr. Herwig Lux (counsel), Linda Erdmann, Christopher J. Noll (all IP/IT, Stuttgart), Dr. Jacob von Andreae (partner, Düsseldorf), Dr. Dörte Gauger (Stuttgart), Dr. Constantin von der Groeben (Berlin) (all public law), Dr. Stefan Mayer (partner) and Dr. Ocka Stumm (both tax, Frankfurt).
Gleiss Lutz worked together with the US capital markets team of Greenberg Traurig, LLP (lead lawyer, Dr. Dorothee Fischer-Appel (London)) on the offer in the US.
Disclaimer
This publication may not be published, distributed or transmitted, directly or indirectly, in or into the United States, Canada, Japan or Australia. This publication constitutes neither an offer to sell nor an invitation to buy or subscribe securities in the United States or Germany or any other jurisdiction. The shares in AlzChem AG (the “Shares”) may not be offered or sold in the United States or to or for the account or benefit of “U.S. persons” (as such term is defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)) absent registration or an exemption from registration under the Securities Act. The Shares have not been and will not be registered under the Securities Act. No offer or sale of securities is being made to the public outside Germany or Luxembourg. The offers in Germany and Luxembourg will be made exclusively by means of and on the basis of a prospectus published and available free of charge at www.alzchem.com.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kindom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) high net worth companies, and other per-sons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such per-sons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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