Stephan Waldhausen is one of Germany's leading names in M&A and corporate law (Juve/Chambers). He specialises in public and private M&As, joint ventures, as well as stock corporation and capital markets laws. He has advised listed companies and private capital on complex domestic and cross-border transactions, including reorganisations, carve-outs and spin-offs. Stephan is also global co-head of the firm’s industrials sector group, which is responsible for clients in the defense, automotive, chemicals, manufacturing industries. He also serves clients in consumer goods, healthcare, energy and tech sectors.
Besides the transactional work, Stephan is regularly advising large cooperations on board matters, including governance, business judgement rule/fiduciary duties, disclosure requirements and compliance/investigations. He is recommended and shortlisted in relevant directories for M&A and corporate law such as Chambers and JUVE.
He speaks English and German.
Public M&A, IPOs & Capital Increases
- E.ON SE in relation to its partnership with Warburg Pincus and takeover of PSI Software
- CompuGroup Medical SE & Co KgaA (CGM) and Gotthardt family in relation to their partnering with CVC Capital and its public takeover as well as delisting of CGM
- Porsche Automobil Holding SE in relation to the the IPO of Porsche AG (25% preference shares) generating proceeds of EUR 9.4 billion
- ProSiebenSat1 (Supervisory Board) in relation to the takeover offer of Media for Europe (MFE) and the competing partial offer of PPF Group
- Siemens Energy on the EUR 25+ billion demerger of Siemens Ltd, India, spinning-off assets to form Siemens Energy India
- Deutsche Telekom AG in relation to an investment agreement with Softbank, Japan, and an approx. EUR 5 billion capital increase in kind of Deutsche Telekom AG against contribution of T-Mobile US shares by Softbank
- Hellman & Friedman and Blackstone in their joint €5.7 billion public takeover offer to the shareholders of Scout24
- Consortium banks in relation to the IPO of KnorrBremse AG, generating proceeds of around EUR 3.9 billion
- Gagfah S.A. in connection with the EUR 8.6 billion public takeover by Deutsche Annington Immobilien SE (forming Vonovia)
- Wincor Nixdorf AG on the EUR 1.7 billion public takeover bid by Diebold, Inc, USA, and their business combination forming a global provider of IT solutions and services for retail banks and retailers (first ever completed large scale merger aligning German takeover law with SEC registration procedure)
- BHF Kleinwort Benson Group SA on its takeover by ODDO & Cie.
- Vossloh AG on the takeover offer by Knorr-Bremse AG
- Schwarz Pharma AG on the €4.4 billion public tender offer by Belgium-based global biopharmaceutical company UCB SAG against a mixed consideration of cash and shares, as well as subsequent integration measures
- CRE Colonia Real Estate AG on its public takeover by TAG Immobilien AG and subsequent integration measures
- IDS Scheer AG on the public takeover by Software AG
- Porsche and Piëch families on their EUR 2.5 billion capital contribution I the EUR 5 billion capital increase of Porsche Automobil Holding SE
- itelligence AG on the public takeover offer by NTT Data Corporation, Japan
- Porsche and Piech families, on the creation of an integrated automotive group, including the integration of Porsche's operating business into the Volkswagen Group, the sale of Porsche Holding Salzburg (distribution network) to Volkswagen Aktiengesellschaft and the sale and repurchase of ordinary shares in Porsche Automobil Holding SE to Qatar Investment Authority (QIA)
Private M&A
- RTL Deutschland on the acquisition of Sky Deutschland (DACH regions incl. streaming WOW) from Comcast
- Siemens Energy on the EUR 2.1 billion sale of 18% shareholding in Siemens India, Ltd., to Siemens AG,
- Porsche Automobil Holding SE in relation to the acquisition of 25%+1 voting rights in Porsche AG for EUR 10.1 billion and (shareholders') agreements with Volkswagen Aktiengesellschaft
- thyssenkrupp AG on the sale of the mining engineering business to FLS Smith, Denmark
- RTL2 on its joint venture with Warner Brothers Discovery regarding the joint marketing of advertisment spaced in free tv and certain digital offerings
- CVC and Messer Industries on the acquisition of the American industrial gases business of Linde/Praxair for approx. USD 3.6 bn, including the the contribution of Western European business activities of Messer Industries to the joint venture
- Beiersdorf AG on, among others, the acquisition of the Chantecaille skin care business for EUR 590-690 million from Chantecaille Beauté Inc, as well as on the acquisition and carve-out of the Coppertone business for USD 550 million from Bayer AG
- Knorr-Bremse AG, inter alia, on the acquisition of the Integral Power Steering business from Hitachi, Japan
- CompuGroup Medical SE & Co KGaA on, among others, the acquisition of an IT healthcare portfolio (medico, Soarian Integrated Care, Selene) from Cerner Inc, as well as on the acquisition of eMDs from MDeverywhere, Inc.
- thyssenkrupp AG on, among others, the sale of the VDM group to Lindsay Goldberg, as well as on the sale of the civil shipbuilding activities Blohm & Voss to Star Capital
- General Atlantic Partners on, among others, its minority investment and joint venture with Axel Springer AG regarding the online classifieds
- OC Oerlikon Corporation AG on the sale of its global natural fibres and textile components business to Jinsheng Group, China
- Vossloh AG on various transactions, among others, sale of various parts of the transportation devision to Stadler Rail AG, Schweiz, Knorr-Bremse AG, München and CRRC, China, respectively; on the sale of the Infrastructure Division to Eurovia SA, on the sale of the Infrastructure-Technology devision to Funkwerk AG, on the sale of Vossloh Schwabe (lighting devision) to Matsushita Electric Works Ltd, Japan, on the acquisition of Rocla Concrete Tie, Inc, on the acquisition of the Stahlberg-Roensch Group, on the acquisition of the Cogifer Group from Société Industrielle du Hanau and on the acquisition of Kiepe Group from Schaltbau AG
- General Atlantic Partners regarding the sale of Navigon AG to Garmin, Inc., as well as on the sale of amedes Holding AG to Antin Infrastructure
- RHJI International SA on its contemplated acquisition of Adam Opel AG, as well as on its disposal of Asahi Tec, Japan, to Unison Capital Group
- Aton GmbH in relation to its Investments in the South African engineering and construction group Murray & Roberts (M&R), as wel as, among others, in relation to the acquisition of One Fibre GmbH.
Carve-outs & Reorganisations
- ZF Friedrichhafen AG in relation to its worldwide carve-out of the passive safety systems business with EUR 4,5+ billion sales
- thyssenkrupp AG on the worldwide carve-out and split of the plant technology division
- Lukas- and Markus Foundations in relation to the reorganisations of Aldi-Nord and its shareholders
- Knorr-Bremse AG in relation to, and exit of, its joint venture with Robert Bosch GmbH relating to the truck division
- Vossloh in relation to its worldwide carve-out and split of its transportation devision
- CVC and Messer Industries in relation to the carve-out of the Americas business acquired from Linde/Praxair
- OC Oerlikon Corporation AG on the worldwide carve-out of its textile fiber business (sold to Jinsheng Group)
- Beiersdorf AG on its outsourcing of logistics activities to Kühne&Nagel
- General Atlantic Partners regarding the reorganisations of amedes group as well as Navigon.
Corporate Advisory, Compliance and further transactions
- Siemens Energy AG on the set-up of new guarantee facilities in an aggregate amount of EUR 12 billion, and a back-to-back gurantee of EUR 7.5 billion by the German government
- Goldman Sachs regarding its fairness opinions concerning thyssenrkrupp’s steel plant in Alabama, USA, to a joint venture of ArcelorMittal and Nippon Steel & Sumitomo Metal for USD 1.55 billion, and Siemens AG’s acquisition of shares in Siemens Gamesa
- Board Advisory / AGMs / Compliance related advice to, e.g., Siemens Energy AG, Porsche Automobil Holding SE, Beiersdorf AG, CompuGroup Medical SE & Co KGaA, Vossloh AG, ProSiebenSatz1, Hamburger Hafen und Logistik AG (HHLA), Bayer AG, RWE AG, E.ON SE, Wincor Nixdorf AG, BHF Bank AG, RHJI International SA.

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