Hogan Lovells advises va-Q-tec on its delisting and the conclusion of a domination and profit and loss transfer agreement
Under the joint lead of its Frankfurt partner Prof. Dr. Michael Schlitt and its Frankfurt counsel Dr. Sebastian Biller, the international law firm Hogan Lovells has advised va-Q-tec AG ("va-Q-tec") in connection with the conclusion of a delisting agreement with Fahrenheit AcquiCo GmbH, which is controlled by EQT X Fund (together EQT Private Equity), in relation to a public delisting tender offer by EQT Private Equity and the related revocation of the admission of the va-Q-tec shares to trading on the regulated market of the Frankfurt Stock Exchange, as well as the implementation of the 10% capital increase fully subscribed by EQT Private Equity and the conclusion of a domination and profit and loss transfer agreement with Fahrenheit AcquiCo GmbH.
The Munich partner Dr. Lutz Angerer took the lead in the preparation and implementation of the annual general meeting of va-Q-tec on 29 August 2023, which resolved on the conclusion of the domination and profit and loss transfer agreement, and he also took the joint lead in the conclusion of the domination and profit and loss transfer agreement.
The delisting tender offer by EQT Private Equity, which was offered to all shareholders of va-Q-tec to acquire their va-Q-tec shares against payment of a cash consideration of EUR 26.00 per va-Q-tec share, followed EQT Private Equity's voluntary public takeover offer published on 16 January 2023 and settled on 6 July 2023.
In addition, following the settlement of the previous public takeover offer, va-Q-tec implemented the 10% capital increase already announced on 13 December 2022, which was fully subscribed by EQT Private Equity at an issue price of EUR 26.00 per va-Q-tec share and which has become effective meanwhile.
The conclusion of the domination and profit and loss transfer agreement was approved by a large majority of shareholders at the annual general meeting of va-Q-tec on 29 August 2023. The entry of the domination and profit and loss transfer agreement in the commercial register of va-Q-tec, which will establish its validity, is still outstanding.
va-Q-tec AG is a pioneer of highly efficient products and solutions in the field of thermal insulation and TempChain logistics. The company develops, produces and sells highly efficient and thus thin vacuum insulation panels for insulation as well as thermal energy storage components (phase change materials) for reliable and energy-efficient temperature control. With this key thermal technology, va-Q-tec manufactures passive thermal packaging systems (containers and boxes) that can maintain constant temperatures for up to 200 hours without the supply of external energy, depending on the type. To carry out temperature-sensitive logistics chains, va-Q-tec maintains a fleet of rental containers and boxes in a global partner network that can be used to meet demanding thermal protection standards. Founded in 2001, the fast-growing company is headquartered in Würzburg, Germany.
Hogan Lovells, under the joint lead of Prof. Dr. Michael Schlitt and Dr. Sebastian Biller, has already advised va-Q-tec on the previous voluntary public takeover offer by EQT Private Equity and, under the lead of Prof. Dr. Michael Schlitt, has already advised va-Q-tec on its IPO, a bond issue and a capital increase.
Hogan Lovells team for va-Q-tec
Prof. Dr. Michael Schlitt (Partner), Dr. Sebastian Biller (Counsel, both Lead, both Stock Corporation and Capital Markets Law), Dr. Lutz Angerer (Partner, Lead), Thomas Weber (Counsel, both Corporate and M&A), Leon Lindemann (Associate), Christian Schröder (Senior Associate, both Stock Corporation and Capital Markets Law), Dr. Jonas Palme (Corporate and M&A), Simona Gradišek (Senior Business Lawyer, Stock Corporation and Capital Markets Law);
Dr. Heiko Gemmel (Partner), Vanessa Rinus (Associate, both Tax Law);
Dr. Martin Sura (Partner), Sebastian Faust (Counsel), Dr. Julian Urban (Senior Associate, all Antitrust and Foreign Trade Law);
Inhouse Law (va-Q-tec AG): Melanie Losert.