Norton Rose Fulbright advises BAUER on mandatory offer and delisting offer of SD Thesaurus

Global business law firm Norton Rose Fulbright provided comprehensive legal advice to the Executive Board and Supervisory Board of BAUER Aktiengesellschaft on the mandatory offer and delisting offer of SD Thesaurus GmbH and the planned revocation of the admission of the shares of BAUER Aktiengesellschaft to trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard segment). 

The offer document for the mandatory offer of SD Thesaurus GmbH ("Bidder") for the shares of BAUER AG had been published on 12 May 2023. The Bidder has set the offer price at EUR 6.29, corresponding to the legally required minimum price from the volume-weighted average price of the Bauer share over a period of six months. The acceptance period ends on 16 June 2023. BAUER AG has committed to submit an application to withdraw the company’s shares from the list for trading in the Regulated Market of the Frankfurt Stock Exchange during the acceptance period for the delisting acquisition offer.

The joint reasoned opinion on the mandatory offer and delisting acquisition offer (cash offer) in accordance with the requirements of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") was published by the Executive Board and the Supervisory Board of BAUER AG on 22 May 2023 after careful review of the offer document. The Executive Board and the Supervisory Board are of the opinion that the offer consideration complies with the statutory requirements regarding the minimum value of the consideration and, moreover, from a financial point of view, is at the lower end of a valuation range resulting from the considerations stated by the Executive Board and the Supervisory Board in this opinion and can therefore still be regarded as reasonable. Accordingly, the Executive Board and the Supervisory Board recommend to shareholders of BAUER AG to accept the offer.

The BAUER Group, headquartered in Schrobenhausen, Upper Bavaria, Germany, is a leading provider of services, equipment and products dealing with ground and groundwater. The Group can rely on a worldwide network on all continents. The Group’s operations are divided into three forward-looking segments with high synergy potential: Construction, Equipment and Resources. In 2022, it employed about 12,000 people and achieved total Group revenues of EUR 1.7 billion worldwide.

The Norton Rose Fulbright team was led by Frankfurt partner Dr Benedikt Gillessen (corporate, capital markets). He was supported by senior associate Denis Dräger (corporate, capital markets, Frankfurt). The advice included, in particular, the legal support of the Executive Board and the Supervisory Board of the company with regard to the legally required reasoned opinion on the takeover offer.