Austria: Schoenherr advises Herba Chemosan board on management buy-out

In the course of the MBO, the previous majority shareholder of Herba Chemosan, McKesson Europe, is withdrawing from the Austrian market and the three board members of the Austrian pharmaceutical wholesaler are taking over the majority of the company. Schoenherr advised the management of Herba Chemosan on all legal aspects of the management buy-out (especially in regard to corporate law/M&A and financing).

With the management buy-out, which was successfully completed on 31 January 2022, a joint company consisting of the Management Board members – Andreas Windischbauer, Andreas Janka and Maximilian von Künsberg Sarre – and the private equity company Invest AG acquired the shareholding from McKesson. The members of the Executive Board hold a majority interest in the purchasing company. Previously, the Herba Chemosan Group had been part of the German Haniel Group since 2000, and part of the international pharmaceutical group McKesson based in the USA since 2014.

"We congratulate the Herba Chemosan board members on the successful management buy-out and are pleased to have advised on this exciting and significant transaction for the pharmaceutical industry," said Schoenherr partner Thomas Wenger.

Herba Chemosan Apotheker-AG was founded in 1916. The company is Austria's leading pharmaceutical wholesaler and service provider, with a market share of around 43 % and supply relationships with more than 90 % of Austrian pharmacies. With seven logistics centres throughout Austria, Herba Chemosan operates the densest distribution network for the provision of pharmaceuticals and healthcare products in the country. Together with its subsidiaries Sanova and Aewige, Herba Chemosan Apotheker-AG forms the Herba Group and employs around 900 people.

The Schoenherr M&A team was led by Thomas Wenger (partner) and Sigrun Adrian-Waltner (attorney at law). Hanno Wollmann (partner) and Evelin Hlina (attorney at law) advised on antitrust and merger control aspects. Martin Ebner (partner) and Peter Feyl (partner) advised on the financing aspects of the transaction, supported by Mate Kovacs (attorney at law), Viktoria Stark and Eugen Georg Maresch (both associates).

McKesson was advised by Linklaters and Herbst Kinsky; Invest AG was advised by SCWP. The financing banks led by Raiffeisen Banking Group Upper Austria were advised by Wolf Theiss.