Austria: Schoenherr advises S&T AG on voluntary partial public takeover offer

On 21 March 2021, the bidder grosso tec AG published a voluntary public partial takeover offer to the shareholders of S&T AG to acquire up to 5.5m bearer shares at a price of EUR 15.30 (cum dividend) in cash per S&T share, which could be accepted until 5 April 2022. The acquisition of the tendered shares by grosso tec AG was settled on 13 April 2022. As the partial offer was not subject to the application of the Austrian Takeover Act (ÜbG) or the German Securities Acquisition and Takeover Act (WpÜG), the Executive Board of S&T AG published a voluntary statement regarding the partial takeover offer on 24 March 2022.

"We are very pleased that S&T AG relied on us as legal advisors on Austrian law," said Sascha Schulz, counsel at Schoenherr, who led the transaction on Schoenherr's side together with partner Christoph Moser. "Since the bidder chose a voluntary public partial takeover offer outside the scope of Austrian and German mandatory takeover provisions, our extensive experience in takeover law was a great advantage for the target S&T AG."

S&T AG, based in Linz, Austria, is the ultimate parent company of S&T Group, an international technology group headquartered in Austria. Present in 32 countries worldwide, the company employed 6,206 people as of 31 December 2021. With its business segments "IoT Solutions Europe" and "IoT Solutions America", S&T AG is a leading international provider of hardware and software products and innovative services in the field of Industry 4.0 and Internet of Things (IoT) as well as embedded and edge computing technologies (ECT). Shares in S&T AG are admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) under ISIN AT0000A0E9W and are included in the TecDAX and SDAX indices calculated by Deutsche Börse AG.

The Schoenherr team comprised Sascha Schulz (counsel), Christoph Moser (partner), Angelika Fischer (associate) and Clemens Stockhammer.

The Hogan Lovells team included partners Michael Schlitt (Frankfurt) and Lutz Angerer (Munich) as well as Thomas Weber (counsel) and Leon Lindermann (associate).