International legal practice Norton Rose Group has advised Korean SSCP Co. Ltd. on the envisaged sale of its majority shareholding in Schramm Holding AG, Offenbach, Germany, to Dutch AkzoNobel Group. In this context, SSCP also agreed with AkzoNobel on the sale of SSCP’s Korean industrial coatings business. Norton Rose Group, together with Shin & Kim in Seoul, has also advised on the envisaged sale of this Korean business unit. The entire transaction is still subject to antitrust approval and a number of further conditions based on the model of take-over legislation of the Hong Kong Special Administrative Region.
Norton Rose Group had already acted as lead advisor with regard to the IPO of Schramm Holding AG on the Hong Kong Main Market in December 2009. That was the first time for a company from Continental Europe to be admitted for trade at the Hong Kong Stock Exchange. Schramm Holding AG, one of the oldest German coating manufacturers and producers of industrial coatings with registered office in Offenbach, Germany, has been in the majority ownership of SSCP Co. Ltd., Seoul, Korea, since 2007. Norton Rose had already advised SSCP on the acquisition. Since then, Norton Rose Group has also been regularly advising Schramm Holding AG, amongst other things on its expansion in Asia (acquisitions and set-up of production sites).
The sale of the majority share in Schramm Holding AG is intended to be effected by way of a public takeover bid from AkzoNobel in the amount of HK$ 78.70 per share. This price corresponds to a market capitalisation of around € 142 million (HK$ 1.566 billion). SSCP has already bindingly declared to sell its majority share in Schramm Holding AG in the amount of 70.5 % to AkzoNobel on those conditions (and subject to the approval of further shareholders).
In addition to the acquisition of the majority share in Schramm Holding AG, SSCP has further agreed with AkzoNobel on the acquisition of the Korean coatings business subject to a further due diligence review. SSCP Co. Ltd. maintains a Korean business unit for the supply of industrial coatings in particular for the Korean mobile telephone market and for other consumer electronic products. The sale of the Korean business unit is a material part of the entire transaction.
Characteristics of the transaction
Due to the fact that several different European and Asian jurisdictions were involved, the entire transaction entailed major legal challenges. This is why a large number of legal advisers and, on the part of the seller, a great number of employees was involved in the transaction. On the part of the seller, the transaction was carried out without an investment bank but with the help of a financial adviser (Mr Stanley Lee, Stanley & Associates Limited, Singapore); Deutsche Bank was acting for the purchaser.
Besides the German and Hong Kong offices of Norton Rose Group, Shin & Kim (Korea) advised the Korean seller SSCP. AkzoNobel was advised by Mayer Brown (Germany, China and Hong Kong; lead partner was Stephan Gittermann) as well as Kim & Chang (Korea); Schramm Holding AG was advised by DLA Piper, Hong Kong.
The Norton Rose Group team was made up of the following members:
Partners: Dr. Michael Malterer (lead management, Corporate Finance/M&A, Munich), Igsaan Varachia (Tax, Munich), Jamie Nowak (Employment, Munich), Christian Filippitsch (Antitrust, Brussels), Liza Lee (Corporate Finance, Hong Kong), Marc Waha (Antitrust, Hongkong).
Associates: Dr. Katrin Stieß, Dr. Florian Prechtl, Armin Fary, Dr. Raphael Won-Pil Suh, Hye-Sook Cho, Dr. Markus Buchner, Anna Wilson, Julia Höcherl (all Corporate Finance/M&A, Munich), Dr. Andreas Berberich, Matthias Weigert, Michael Heim (Tax, Munich), Dr. Dirk Schäfer (Antitrust, Brussels), Jan Hufen, Christoph Zieger (both Employment, Munich), Vicky Lam, Doris Ng, Sally Yuen, Julienne Chang (all Corporate Finance, Hong Kong).
Norton Rose Group has gained experience of the Korean Market and the Hong Kong Stock Exchange through a number of deals in previous years. Team leader Dr. Michael Malterer has acted for SSCP on several occasions and advised Korean Doosan Infracore Group. He also provided legal advice on the IPO of Schramm Holding AG at the turn of the year 2009/2010 and therefore disposes of profound knowledge of the Hong Kong market and its participants.
Meanwhile, the Norton Rose Group team in Munich has two German-Korean members, Dr. Raphael Won-Pil Suh and Ms Hye-Sook Cho. The Group works regularly with Korean companies in Germany and Korea, a link which is further strengthened through Dr. Raphael Suh’s position as Regional Governor of the International Association of Korean Lawyers (IAKL).
For further information please contact:
Kathrin Zander, PR & communications executive, Norton Rose LLP (Germany)
+49 89 212148 360
Lorraine Lee, Regional Business Development Manager, Norton Rose Hong Kong
+852 3405 2324