Herbst Kinsky advises UNIQA Insurance Group as shareholder of listed Herbst Kinsky advises UNIQA Insurance Group as shareholder of listed STRABAG SE on the new syndicate with Haselsteiner Group and the mandatory tender offer
Herbst Kinsky’s client UNIQA has formed a new syndicate with Raiffeisen Holding NÖ-Wien, Haselsteiner Privatstiftung and Hans-Peter and Klemens Haselsteiner for the purpose of continuing the existing controlling interest in STRABAG SE.
The syndicate partner UNIQA, together with the other syndicate partners as bidders, has made a public mandatory tender offer to acquire outstanding no-par value shares in STRABAG SE at an offer price of EUR 38.94 per STRABAG share. The offer price corresponds to the minimum price pursuant to the Takeover Act, whereby STRABAG SE will acquire up to 10 per cent as treasury shares. The bidders will acquire these shares in the course of the offer in trust for STRABAG SE. The offer is intended to remove the voting rights restriction of the syndicate partners (26 per cent of all voting rights) as a result of the passive acquisition of control. The offer is not being made for the purpose of further increasing the syndicate partners’ shareholdings in STRABAG SE or reducing the free float.
Due to the sanctions regime under European law (Regulation (EU) No. 269/2014 and Implementing Regulation (EU) No. 2022/581), the offer will not be addressed to the 28,500,001 STRABAG shares held by MKAO Rasperia Trading Limited (indirectly controlled by Oleg Deripaska). The offer is subject to the following condition subsequent: If, during the term of the offer, Rasperia obtains the disposition of the STRABAG shares held as a result of the lifting of the EU sanctions or an exemption by the sanctions authorities, this shall result in the termination of the offer. In this case, the syndicate agreement will also not become effective.
As a result of the EU sanctions, which also affect Oleg Deripaska, complex legal questions arose in the areas of takeover, share, stock exchange, banking, insurance supervision, merger and sanctions law. Specific issues concerned the triggering of an obligation to make an offer under the Takeover Act, the preparation of an offer document, the circle of addressees of the mandatory offer due to the sanctions regime, the preparation of a (new) syndicate agreement, the conclusion of a share purchase agreement with STRABAG SE and the consideration of regulatory requirements. Herbst Kinsky also acted as representative vis-à-vis the Takeover Commission, the FMA, the European Commission and the sanctions authorities within the scope of this mandate.