Lawyer Monthly Magazine - September 2021 Edition

Legal Advisers to Attestor Legal Advisers to Volkswagen CONSORTIUM LED BY VOLKSWAGEN LAUNCHES TAKEOVER BID FOR EUROPCAR MERGERS & ACQUISITIONS 82 WWW.LAWYER-MONTHLY.COM | SEP 2021 ABOUT THE DEAL A consortium consisting of German carmaker Volkswagen AG (66%), English investment fund Attestor Limited (27%) and Dutch Pon Holdings B.V. (7%) submitted a takeover bid to the French listed car-rental company Europcar Mobility Group for €0.50 per share end of July 2021, which was accepted by Europcar. The total takeover price amounts to more than €2.5 billion. The agreed price of €0.50 per share could increase by a further €0.01 per share if the squeeze-out threshold is reached after the offer has been completed. The takeover is currently subject to the approval of the French Stock Market Authority AMF (Autorité des Marchés Financiers) and the relevant antitrust approvals. Once the deal receives the necessary regulatory approvals, it should be completed by the beginning of 2022 at the latest. The minimum acceptance threshold of 67% is certain to be reached, as the consortiumhas already received binding commitments to accept the offer from shareholders, such as the investment funds Anchorage, Diameter, King Street Capital and Marathon, who hold a total of 68% of the shares. Daniel Hayek (managing partner) and Laura Oegerli (associate) at Prager Dreifuss AG advised Attestor on corporate and M&Amatters, such as the negotiation of the takeover agreements and the shareholder agreement with the consortium. Attestor was advised on French law corporate and M&A issues by Pierre-Yves Chabert, partner at Cleary Gottlieb Steen & Hamilton in Paris. Volkswagen was advised by Freshfields Bruckhaus Deringer (Rick van Aerssen in Frankfurt and Hervé Pisani in Paris). TRANSACTIONS Please tell us more about your involvement in this acquisition. Prager Dreifuss AG advised Attestor on the negotiation of the takeover agreements and the shareholders’ agreement with the consortium and was involved in the overall coordination of the deal. Further, Prager Dreifuss AG – as a Swiss law firm with an international focus – took on an intermediary role in the cross-cultural discussions among the involved parties from distinct jurisdictions and cultures as well as from different corporate backgrounds, i.e. Volkswagen as a large corporate and Attestor as smaller financially powerful asset manager with particular know-how in re-structuring and other fields. What expertise did you bring to the deal? Prager Dreifuss AG has extensive experience in the areas of (public) mergers & acquisition and corporate law, in addition to well- established relationships with leading law firms in these areas in various jurisdictions. What consequences will this deal have for the automotive industry? The takeover of Europcar by a consortium led by the strategic partner Volkswagen means transforming Europcar from a classic car-rental company into an innovative mobility platform, opening up doors to more sustainable alternatives to vehicle ownership. New mobility solutions, such as flexible subscription and sharing models, will equip Europcar to face current and future mobility challenges. A main point of focus will also lie on further developing ecologically sustainable vehicles. An Interview With Daniel Hayek Prager Dreifuss