Schoenherr advised stock exchange listed technology group Kontron AG (formerly S&T AG) on the sale of significant parts of Kontron Group’s IT services business to VINCI Energies S.A. in the course of a competitive auction process for a purchase price of approx. EUR 400m.

VINCI Energies S.A., through its brand Axians, is a global information and communications technology group belonging to the listed French group VINCI. The signing of the purchase agreement took place on 10 August 2022 in Vienna. The closing of the transaction is subject to customary merger control clearance. Schoenherr advised Kontron AG on all legal aspects of the transaction, including the structuring of the auction process, negotiation of customary non-disclosure agreements and ancillary documents, and the entire transaction documentation. The preparation of legal fact books of all target companies in all CEE countries and the pre-closing reorganisation were prepared by Schoenherr CEE teams (together with the external advisors Pinsent Masons LLP and Wenger Vieli AG).

With the divestment of significant parts of Kontron Group’s IT services business, Kontron is following its growth strategy to becoming a pure IoT player and using its liquidity for further acquisitions. The revenue of the divested units corresponds to an outgoing revenue of EUR 338m with a profitability of EUR 41m EBITDA (in financial year 2021).

Kontron AG (ISIN: AT0000A0E9W5, WKN: A0X9EJ, stock exchange symbol: KTN) is a growing IoT (internet of things) technology group with about 6,000 employees and subsidiaries in 32 countries around the world. The company is listed on the TecDAX® and SDAX® of the Frankfurt Stock Exchange and is one of the leading providers of smart solutions.

The Schoenherr teams from nine jurisdictions and the two external legal advisors from Germany and Switzerland, were led by the Austrian capital markets team, consisting of Christoph Moser (partner) and Angelika Fischer (attorney at law), and the Viennese corporate/m&a team, comprising Roman Perner and Maximilian Lang (both partners), Sascha Schulz (counsel), Michael Marschall (attorney at law), Verena Krikler, Lukas Pirringer and Irina Hanin (all associates).

In Austria, the team was supported by Christoph Haid (partner; antitrust), Günther Leissler (partner) and Michael Kern (associate; both data protection), Johannes Stalzer (counsel; procurement), Constantin Benes (partner) and Michael Sturmair (associate; both real estate), Marco Thorbauer (counsel; tax) as well as Michael Woller (partner) and Marie Hornyik (associate; both IP).

Schoenherr's CEE teams involved in the transaction comprised Croatia (lead: Dina Vlahov Buhin and Ksenija Sourek), Czech Republic (lead: Vladimir Cizek and Michal Jendzelovsky), Moldova (lead: Vladimir Iurkovski and Andrian Guzun), Montenegro (lead: Jovan Barovic and Petar Vucinic), Poland (lead: Pawel Halwa), Serbia (lead: Luka Lopicic and Djordje Trifunovic), Slovakia (lead: Sona Hekelova and Jan Farbiak) as well as Albania (Loloci & Partners led by Krenar Loloci and Vera Batalli) and North Macedonia (lead: Andrea Radonjanin and Andrea Lazarevska).

Pinsent Masons LLP (lead: Nina Leonard and Christian Lang) assisted Kontron as to German law and Wenger Vieli AG (lead: Beat Speck and Anna Tomaschek) as to Swiss law.
Houlihan Lokey acted as financial M&A advisor to Kontron.
The purchaser VINCI Energies S.A. was advised by Baker & McKenzie, led by partner Peter Wand (Germany).