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Freshfields advises BASF on the business combination of Wintershall and DEA

Freshfields Bruckhaus Deringer LLP (‘Freshfields’) has advised BASF SE (`BASF`) on the business combination of its oil and gas business Wintershall with DEA. Legal teams of the law firm from Germany, the U.S. and the United Kingdom supported the long-standing client in this landmark transaction.

On 27 September 2018, BASF and LetterOne have signed a definitive transaction agreement to combine their respective oil and gas businesses. The joint venture Wintershall DEA will be the leading independent European exploration and production company with international operations in core regions. In the medium term, BASF and LetterOne envisage to list Wintershall DEA through an Initial Public Offering (IPO).

Closing of the transaction is expected in the first half of 2019, subject to approvals of merger control, foreign investment and mining authorities as well as the German Federal Network Agency. Until closing, Wintershall and DEA will continue to operate as independent companies.

To effect the merger, LetterOne will contribute all its shares in DEA Deutsche Erdöl AG into Wintershall Holding GmbH against the issuance of new shares. The company will then be renamed Wintershall DEA and will have its headquarters in Kassel and Hamburg. BASF will initially hold 67 per cent and LetterOne 33 per cent of Wintershall DEA's ordinary shares. To reflect the value of Wintershall's gas transportation business, BASF will receive additional preference shares. No later than 36 months after closing but in any case before an IPO, these will be converted into ordinary shares BASF’s shareholding in Wintershall DEA will increase accordingly.
At BASF and Wintershall, Georg Franzmann (Head of Legal Corporate BASF), Mathias Wolkewitz (General Counsel and Senior Vice President Legal, Taxes, Insurances) and Maike Pröhl (Senior Legal Counsel Legal Corporate BASF) were involved in the transaction.

The Freshfields team was led by partners Rick Van Aerssen and Matthias Gabriel Kremer. The team included Stephan Eilers, Georg Roderburg and Norbert Schnieder who advised on tax aspects, Thomas Bücker on M&A aspects, Frank Montag and Ulrich Scholz on AntiTrust aspects, Kimberly Zelnick and Stephanie Brown Cripps on regulatory aspects, Simone Bono and Mario Hüther  on finance aspects, and Thomas Muller-Bonnani on employment law aspects.


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About Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer LLP is a global law firm with a long-standing track record of successfully supporting the world's leading national and multinational corporations, financial institutions and governments on ground-breaking and business-critical mandates. Our 2,800 plus lawyers deliver results worldwide through our own offices and alongside leading local firms.  Our commitment, local and multi-national expertise and business know-how means our clients rely on us when it matters most.