Freshfields advises All for One Group on planned delisting

Global law firm Freshfields is comprehensively advising All for One Group SE, a stock-listed, leading international consulting, IT and service provider, on the planned delisting and on the public delisting offer by VINCI group to the shareholders of All for One. VINCI is a leading international company listed on Euronext Paris and in the CAC 40, operating in the fields of construction, concessions, energy solutions and multi-technical services.

Following completion of the preceding voluntary public takeover offer by VINCI Energies Deutschland Enterprise Solutions AcquiCo SE (“Bidder”), an indirect wholly-owned subsidiary of VINCI S.A., the Bidder, according to its own information, holds approx. 87.33% of the All for One shares (disregarding treasury shares held by All for One).

As the basis for the planned delisting and the intended delisting offer, All for One and VINCI today concluded a Delisting Agreement. The agreement sets out the details of the delisting process, governs All for One’s support for the delisting offer and, supplementing the Business Combination Agreement concluded between All for One and the Bidder on 16 July 2026, contains provisions regarding the financing of All for One by VINCI group. On the basis of the Delisting Agreement, and subject to the review of the offer document and in compliance with the fiduciary duties and duties of care of the Management Board and Supervisory Board of All for One, an application is to be filed for the revocation of the admission of the All for One shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (the “Delisting”). In addition, after filing the delisting application, All for One will take all reasonable measures to terminate the inclusion of the All for One shares in trading on the open market (Freiverkehr) of other stock exchanges or on multilateral trading facilities, to the extent such inclusion was initiated by All for One itself.

The public delisting offer announced today by the Bidder to the All for One shareholders for all All for One shares not directly held by the Bidder provides for an offer price of €67.50 in cash per All for One share; this corresponds to the offer price of the preceding takeover offer. The transaction volume of the delisting offer amounts to approx. €65m (total transaction volume including the preceding takeover offer: approx. €336m). Completion of the delisting offer is expected in December 2026.

Freshfields is advising All for One on all corporate and capital markets aspects of the transaction and will also advise the Management Board and Supervisory Board of All for One in preparing the joint reasoned statement. Freshfields had already advised All for One on the preceding takeover offer by the Bidder and the conclusion of the Business Combination Agreement.

The Freshfields team is led by Partner Christoph H. Seibt and comprises Principal Associate Sean Tries as well as Associates Jan-Willem Koldehofe and Moritz Meyer (all Corporate/M&A, Hamburg).

In-house, the transaction is accompanied by Maike Sauter (General Counsel), John Wiederhöft (Team Lead Corporate & Capital Markets) and Antonia Braun (Legal Counsel).