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Freshfields advises SUSE S.A. on EQT's voluntary purchase offer and delisting of the company

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) has advised SUSE S.A. (‘SUSE‘) on the completion of a transaction framework agreement and voluntary purchase offer by its 79% majority shareholder EQT Private Equity (‘EQT‘) and the delisting of SUSE.

The delisting is expected to take place in the fourth quarter of 2023, following a resolution of an extraordinary general meeting of SUSE, by way of a merger of Luxembourg-based SUSE, which has been listed on the Frankfurt Stock Exchange since May 2021, into an unlisted Luxembourg company in the legal form of a Société Anonyme (S.A.). Prior to this so-called ‘cold delisting’, SUSE’s shareholders shall be given the opportunity to exit their investment by way of a voluntary purchase offer by Marcel LUX III SARL (Marcel), a holding company of EQT. The purchase offer will be financed by EQT through an interim dividend to be paid by SUSE to all shareholders shortly after the expiry of the acceptance period. The purchase offer is conditional upon Marcel receiving this interim dividend.

SUSE has entered into a transaction framework agreement with Marcel regarding the details of the transaction in advance of the announcement of the purchase offer. Both SUSE and EQT believe that SUSE can fully focus on implementing a strategy of long-term value creation without the short-term earnings pressure of the capital markets.

Freshfields is advising SUSE on all aspects of the transaction. SUSE is also being advised on Luxembourg law aspects by the law firm Kleyr Grasso and on loan financing in connection with the interim dividend by Latham & Watkins. On the SUSE side, Andrew McDonald, Chief Legal Officer & Company Secretary, and David Hughes, Deputy General Counsel, are leading the mandate.

Freshfields has advised SUSE for many years, including on the company's IPO in 2021.

The Freshfields team included Partners Rick van Aerssen (Capital Markets, Frankfurt), Verena Nosch (M&A/Corporate, Munich), Sabrina Kulenkamp (M&A/Corporate, Frankfurt), Frank Schaer (Employment, Frankfurt), Counsel Martin Rehberg (Tax, Munich), Principal Associates Simon Stepper (M&A/Corporate, Munich), Nils Pelzer (M&A/Corporate, Frankfurt), Nikolaus Bunting (Capital Markets, Frankfurt), and Associate Valentin Lang (Employment, Frankfurt).