Orrick Advises Convergenta on Investment into Ceconomy and Reorganization of Corporate Structure at MediaMarktSaturn

December.15.2020

Deutsch: Orrick berät Convergenta bei Einstieg in Ceconomy und Einigung zur Vereinfachung der Gesellschaftsstruktur bei MediaMarktSaturn

We advised Convergenta Invest GmbH, an investment company of the Media-Markt founding family Kellerhals, on Convergenta's investment into Ceconomy and the reorganization of the shareholder structure at Media-Saturn-Holding GmbH (MSH).

Convergenta will acquire up to 29.9% shares in Ceconomy as a future anchor investor. In return, Ceconomy will acquire the 21.62% stake Convergenta holds in MSH.

Ceconomy intends to finance the consideration for the transaction through a mixture of newly issued ordinary shares, convertible bonds and a limited amount of cash. The transaction will be completed, subject to shareholders’ approval at the annual general meeting on February 17, 2021, at the earliest by the end of March 2021.

With the simplified corporate structure, MSH will become an (indirect) wholly owned subsidiary of Ceconomy, making use of tax loss carryforwards of Ceconomy in the amount of approximately €1.2 billion each for corporate income tax and trade tax purposes.

Convergenta was advised by an Orrick team led by Munich partner Jörg Ritter, who has advised Convergenta for years on its investment in MSH.

The Orrick team also included partners Timo Holzborn (capital markets, Munich), Stefan Schultes-Schnitzlein (tax law, Düsseldorf), Christoph Rödter (M&A and private equity, Munich), Oliver Duys (M&A and private equity, Düsseldorf), and Christine Kaniak (finance, Munich); counsel Olexiy Oleshchuk (capital markets, Munich); managing associate Andrea Schlote (M&A and private equity, Munich; and associate Carsten Engelings (tax law, Düsseldorf).