Orrick Advises Convergenta on Its Investment in CECONOMY in the Context of the Reorganization of the Shareholding Structure in Media-Saturn-Holding

June.15.2022

Orrick advised Convergenta Invest GmbH, an investment company of the Media-Markt founding family Kellerhals, on the acquisition of shares in CECOMOMY AG. The transaction took place in the context of the reorganization of the shareholding structure of Media-Saturn-Holding GmbH ("MSH"), in the course of which CECONOMY became the sole shareholder of MSH and Convergenta became the largest shareholder of CECONOMY with a stake of up to 29.9%.

In addition to the new shares and a cash payment of EUR 130 million, Convergenta also received convertible bonds in a total nominal amount of EUR 151 million as part of the transaction, for the possible conversion of which a "Conditional Capital 2022/I" was created, under which up to 35,000,000 additional new shares of CECONOMY could be issued.

The new shares from the capital increase against contributions in kind and from Conditional Capital 2022/I were admitted to trading on the regulated market of the Frankfurt Stock Exchange and the Düsseldorf Stock Exchange on June 9, 2022 on the basis of a securities prospectus that was approved by the German Federal Financial Supervisory Authority (BaFin) on June 7, 2022. The convertible bonds will be included in trading on the Regulated Unofficial Market of the Frankfurt Stock Exchange.

CECONOMY AG, headquartered in Düsseldorf, is an international retail group. With more than 1,000 electronics stores (stationary and online) in thirteen countries, the company is a leading European platform for concepts and brands in the consumer electronics sector, including in particular well-known MediaMarkt and Saturn brands.

Convergenta was advised by an Orrick team led by Munich partner Jörg Ritter, who has represented Convergenta for years with regard to 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), and Christine Kaniak-Hockel (finance, Munich); counsel Tobias von Gostomski (capital markets, Munich); senior associate tax Patrik Marten (tax law, Munich) as well as associates Carsten Engelings (tax law, Düsseldorf) and Viktor Kolberg (M&A and Private Equity, Munich).