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Düsseldorf

Stefan Bajohr

Counsel
stefan.bajohr@freshfields.com
Düsseldorf: +49 211 49 79 0
Frankfurt am Main: +49 69 27 30 80
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About

Stefan is a member of the firm's Global Transactions group and a seasoned expert for global reorganisation, carve-out and post-merger integration projects, standalone or deal-related and including in distressed scenarios.

Few professionals in the market were involved in more global sell-side carve-outs and reorganisations - among them some of the largest transactions worldwide, spanning  more than 80 jurisdictions - in a leading role. His experience extends beyond individual legal disciplines such as M&A, corporate reorganisations, and commercial/IP, covering the full spectrum of operational separation, project setup and management, and key aspects of strategic carve-out advisory. He also has a strong track record in post-merger integrations and worked on restructuring and insolvency matters.

This breadth enables him to advise holistically on clients’ carve-out and reorganisation projects - from initial structuring considerations to execution, well beyond purely legal issues. He provides early, integrated guidance on legal and non-legal risks, their impact on the process, and mitigation strategies, interdependencies and interface topics, as well as critical execution priorities. By embedding these considerations into the overall strategy and project governance from the outset, clients can deploy resources more efficiently, significantly reduce overall project costs, and run a more structured and transparent carve-out process - ultimately minimising the risk of carve-out-related value leakage or discounts on the target business.

He has particular experience in the automotive, tech, infrastructure (logistics), industrial and aviation sector.

Stefan is...

Capabilities

IP transactions
Separations and carve outs
Restrukturierung
Automotive
Konsumgüter
Energie
Industrie

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Sell-side carve-outs / reorganisation projects

  • Advising ZF Friedrichshafen AG on the carve-out, separation and independent setup of its passive safety systems division (ZF Lifetec)
  • Advising a large US listed industrial conglomerate on the spin off of its global Healthcare business, including a reorganisation and carve out project that involved more than 90 jurisdictions
  • TRATON on the carve-out of the TRATON Group R&D function in Germany, Sweden and the US.
  • Advising the Flint Group on the sale of its XSYS division, in particular the carve-out related aspects thereto 
  • Advising the Flint Group in the reorganisation and separation of its Print Media and Packaging business divisions and various smaller reorganisation projects 
  • Advising Hewlett-Packard on its worldwide business separation in more than 120 jurisdictions, concerning more than 300,000 employees, creating two separate publicly traded companies, Hewlett Packard Enterprise Company which comprises HPCo's enterprise technology infrastructure, software and services businesses, and HP Inc, which owns and operates HPCo's printing and personal systems businesses.
  • Advising Hewlett Packard Enterprise on the carve-out and spin-off of its enterprise services business (structured as a so called Reverse Morris Trust) in the view of the merger of the separated enterprise services business with Computer Science Corporation (now DXC Technology).
  • Advising Hewlett Packard Enterprise on the carve-out and spin-off of its software business (structured as a so called Reverse Morris Trust) in the view of the merger of the separated software business with Micro Focus.
  • Advising the Knauf Group on the carve-out and divestment of parts of the mineral fibre ceilings and grid business to be acquired from Armstrong World Industries Inc. in an upfront buyer remedy process in order to obtain the European Commission's approval to implement and close Knauf's acquistion of the entire EMEA and APJ RIM business from Armstrong World Industries
  • Schülke & Mayr, a portfolio company of EQT, in the sale of the “Personal Care” business unit to Ashland Global Holdings

M&A 

  • Advising Airbus on the exit of Bombardier from the medium-range aircraft program "C Series" (now "A220") 
  • Advising Global Infrastructure Partners on the carve-out related aspects of the acquisition of wpd offshore GmbH, a leading offshore wind-farm developer, from wpd AG
  • Advising Global Infrastructure Partners on the acquisition of VTG
  • Advising RWE on the carve-out related aspects in the acquisition of Nordex' wind and solar energy project development pipeline 
  • Midea Group on the carve-out related aspects of the acquisition of the Climate Division from Arbonia AG 
  • PE fund on the acquisitions of Infoniqa
  • Cazoo, the leading UK online car retailer, on its acquisition of Cluno, Germany’s leading consumer car subscription platform.
  • CompuGroup Medical on the acquisition of VISUS Health IT
  • One Equity Partners on the sale of the Walki group
  • Advising Hans-Peter Wild on the sale of the WILD Flavors business to the US food company Archer Daniels Midland (ADM) for €2.3bn.

Post-merger integrations

  • Advising Hewlett Packard Enterprise on the post-merger integrations of
    • Aruba Networks,
    • SimpliVity Inc., and
    • Nimble Storage Inc.  
  • Advising RWE on the integration of the innogy assets acquired in the course of the asset swap with E.ON

R&I

  • Advising IVG Immobilien on its restructuring implemented in an insolvency proceeding under the German law for further facilitation of the restructuring of companies (Gesetz zur weiteren Erleichterung der Sanierung von Unternehmen – ESUG).

Stefan Bajohr

Counsel
stefan.bajohr@freshfields.com

T +49 211 49 79 0

T +49 69 27 30 80

Düsseldorf Office

Feldmühleplatz 1

Düsseldorf 40545
Frankfurt am Main Office

Große Gallusstraße 14

Frankfurt am Main 60315
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