HELLA GmbH & Co. KGaA and Faurecia SE have announced that the two companies have entered into an agreement on the combination of both businesses (Business Combination Agreement). The signing of the Business Combination Agreement follows the conclusion of a bidding process initiated by a group of family-related shareholders (the “Pool Shareholders") who have subjected a total of 60 per cent of all HELLA shares to a so-called pool agreement (the “Pool Shares"). In a first step, Faurecia has signed a share purchase agreement regarding the acquisition of the Pool Shares. In a next step, Faurecia plans to publish a voluntary public takeover offer to all shareholders of HELLA.
The gross offer value will amount to 60.96 Euro per HELLA share (including the dividend to be paid to the shareholders after HELLA's annual general meeting scheduled for 30 September 2021); this corresponds to a total value of all HELLA shares of approximately 6.8 billion Euro. The offer document is expected to be published by mid/end September. The closing of the transaction is subject to various regulatory approvals and is expected at the beginning of 2022.
Perella Weinberg is acting as financial advisor of HELLA. Gleiss Lutz advises Perella Weinberg on various legal aspects in connection with the envisaged transaction.
Perella Weinberg is advised by the following team of Gleiss Lutz lawyers: Dr Jochen Tyrolt (partner, lead, corporate/M&A, Stuttgart), Florian Schorn (corporate/M&A, Munich).
Gleiss Lutz has extensive expertise in public takeovers and is regularly involved in high-profile deals (both friendly and hostile) – advising buyers, targets or investment banks.
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