NETWORK advises Management Board and Supervisory Board of BAUER Aktiengesellschaft in the course of the mandatory offer and delisting offer of SD Thesaurus GmbH

SD Thesaurus GmbH, Munich, has made a mandatory offer and delisting offer to the shareholders of the listed Bauer Aktiengesellschaft, Schrobenhausen. Network Corporate Finance advised BAUER Aktiengesellschaft on the transaction and prepared a fairness opinion for the Management Board and the Supervisory Board.

Transaction

SD Thesaurus GmbH published a notice of acquisition of control over BAUER Aktiengesellschaft pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) on March 31, 2023. Subsequently, on April 18, 2023, SD Thesaurus announced its decision to make a public delisting offer to the shareholders of BAUER Aktiengesellschaft in accordance with the German Stock Exchange Act (Börsengesetz, “BörsG”) following the acquisition of control. On May 12, 2023, SD Thesaurus GmbH offered the shareholders of BAUER Aktiengesellschaft a purchase price of EUR 6.29 per share, corresponding to an equity value of EUR 270.7 million. 

By the notification date, the offer had been accepted for a share of approximately 14.91% of the share capital and voting rights of BAUER AG. The delisting of the Company became effective at the end of 20 June 2023. Network Corporate Finance advised BAUER Aktiengesellschaft on the transaction and prepared a fairness opinion for the Management Board and the Supervisory Board.

Companies

The BAUER Aktiengesellschaft is a leading international provider of services, machinery and products for soil and groundwater, with a large number of subsidiaries in around 70 countries. The Group operates in three segments: Construction, Equipment and Resources. As of 31 December, 2022, the BAUER Group employed around 11,900 people.