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Freshfields advises New Work on the conclusion of a Delisting Agreement with Burda Digital

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) advises the publicly listed company New Work SE (‘New Work’) on the conclusion of a delisting agreement with its majority shareholder, Burda Digital SE (‘Burda’), as well as on the planned delisting procedure.

With its main brands XING and kununu, New Work offers a digital jobs network for professionals and a review platform for companies in German-speaking countries. Burda is part of the Burda Media group and focuses on the development and expansion of new business models in the publishing sector with a focus on digital media.

On 3 June 2024, New Work entered into a delisting agreement with Burda, on the basis of which a request for the revocation of New Work's admission to the regulated market (so-called delisting) of the Frankfurt Stock Exchange is envisaged to be filed by New Work’s Executive Board.

Burda currently already holds approx. 74.22% of New Work's share capital and, in accordance with the terms of the delisting agreement, has published its decision on 3 June 2024 to make an unconditional public delisting tender offer to the shareholders of New Work in the form of a cash tender offer to acquire all New Work shares not already held by Burda against payment of a cash consideration of €66.25 per New Work share (total transaction volume: approx. €100 million).

Freshfields advised New Work on the negotiation of the delisting agreement and, on this basis, also advises on the planned delisting procedure, on internal and external communications as well as on all related corporate and capital markets law aspects, in particular on the issuance of the reasoned statement in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) on the announced public delisting tender offer by Burda to be issued by New Work’s Executive Board and Supervisory Board, here by a delisting committee formed by the Supervisory Board, and furthermore on the planned filing of the request for the revocation of New Work's admission to the regulated market by New Work’s Executive Board.

The Freshfields team is led by Hamburg partner Christoph H. Seibt and also included:

Partner: Klaus-Stefan Hohenstatt (Employment, Hamburg)

Associates: Sean Tries, Felix Schüßler, Christoph Beckmann, Maximilian Sander (all Corporate/M&A, Hamburg)

Teams led by partner Christoph H. Seibt have been advising New Work (formerly XING SE) on corporate and capital markets law matters as well as on M&A transactions for around ten years.

For New Work SE internally, Rainer Altfuldisch (General Counsel) is advising on this transaction.