FRANKFURT AM MAIN – LAWFUEL – Legal Business & Law Jobs – Allen & Overy LLP advised RAG Aktiengesellschaft, Essen, on the integration of Degussa AG into the RAG Group. Allen & Overy were advising RAG in connection with the conclusion of the domination and profit transfer agreement with Degussa AG and the squeeze-out of the Degussa outside shareholders, by which the shares of the outstanding minority shareholders of the Degussa were transferred to RAG.
The measures were approved at Degussa’s shareholders’ meeting on 29 May 2006, and a settlement was reached with minority shareholders who had previously brought actions against both measures. The squeeze-out and the domination and profit transfer agreement became effective upon their entry in the commercial register on 14 September 2006.
The Allen & Overy team was led by Partner Dr. Hans-Christoph Ihrig and Partner Dr. Oliver Seiler. Partner Eugen Bogenschütz advised on tax issues. The team also included associates Dr. Jens Wagner, Dr. Sven Prüfer, Dr. Markus Beck, Kai-Alexander Heeren and Dr. Andre Wandt (all Corporate).
In addition to Allen & Overy, Clifford Chance (Johannes Perlitt) and Broich, Bayer, von Rom were also acting for RAG. Degussa was advised by Freshfields Bruckhaus Deringer.
Commenting, Dr. Hans-Christoph Ihrig said: “The squeeze-out and the domination and profit transfer agreement is an important step towards the IPO of the RAG Group’s non-coal sector. We are very pleased to have advised RAG on this complex transaction.” Dr. Oliver Seiler adds: “Our involvement in this important integration process, which could be implemented within an extremely short time, gave us the opportunity to demonstrate, once again, our expertise in structuring demanding projects.”
For further information please contact Sarah Fitzpatrick ([email protected]) on +44 (0)20 7330 2395 or in Frankfurt am Main: Dr. Hans-Christoph Ihrig ([email protected]) on +49 (0)69 2648 5920 or Dr. Oliver Seiler ([email protected]) on +49 (0)69 2648 5998 or Steffen Müller ([email protected]) on +49 (0)69 2648 5479.