EU Gives Approval For Merger Of Europe’s Biggest Copper Producer – Freshfields

LAWFUEL – Law Firm Newswire – Having conducted an in-depth second phase investigation, the European Commission last week cleared unconditionally the merger of Europe’s biggest copper producer, Norddeutsche Affinerie AG (NA), based in Hamburg, with Belgian copper producer Cumerio. International law firm Freshfields Bruckhaus Deringer advised NA on the merger control aspects of this transaction.

In June 2007, NA announced its intention to take over Cumerio and made a public takeover bid to Cumerio’s shareholders. Freshfields also advised NA on corporate law aspects of the takeover bid, its financing, and the planned restructuring of the company.

Dr. Tobias Klose, competition law specialist at Freshfields Bruckhaus Deringer in Düsseldorf, said: ‘We welcome the Commission’s decision to give the green light to our client’s merger with Cumerio. The decision is a very important one as it shows that the Commission might be prepared to accept that very significant in-house production and captive use of customers may act as a decisive competitive constraint on the merged undertaking in the merchant market. There have been very few decisions, if any, where the Commission reached that conclusion. However, the decision is not a precedent for the judgment of the German Federal Cartel Office, which is still outstanding.’ At the beginning of March 2008, the Federal Cartel Office is due to decide on the plans of Austrian investor, Mirko Kovats (A-Tec), which against the wishes of NA, wants to increase its stake in the company from 13.75 per cent to 20 per cent.

Dr. Christoph Seibt, corporate law expert at Freshfields in Hamburg, said: ‘The merger of Norddeutsche Affinerie with Cumerio is a complex project and the first of its kind in Germany. We are particularly pleased that we were able to use our combined know-how in both corporate law and merger control law for NA.’

The merger of both companies will create the first real European copper company with approximately 4,600 employees and production sites in Germany, Belgium, Bulgaria, Italy and Switzerland. The new company will remain based in Hamburg.

Freshfields Bruckhaus Deringer has advised Norddeutsche Affinerie AG on several occasions, among others in 1998 on its stock market floatation, in 2002 on the purchase of the Prymetall Group and in 2003 on the successful squeeze out process with Hüttenwerke Kayser AG.

The Freshfields Bruckhaus Deringer team included Tobias Klose, Christian Horstkotte, Vera Thiemann, Nina Simone (all antitrust, competition and trade, Düsseldorf), Christoph H. Seibt, Hans-Christoph Voigt and Oliver Wunsch (all corporate, equity capital markets, Hamburg).

Notes for editors Freshfields Bruckhaus Deringer is a leading international law firm providing a comprehensive worldwide service to national and multinational corporations, financial institutions and governments.

The firm’s antitrust, competition and trade practice comprises 245 specialists in Europe, the US and Asia. It advises on a complete range of competition/antitrust, regulatory and trade issues including merger control, licensing and distribution, restrictive practices, market dominance, state aid, cartel investigations, liberalisation, privatisation, public procurement and trade, including WTO matters. It incorporates a substantial litigation practice, members regularly appear in the European and national courts on EU law, competition and trade cases.

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