act AC Tischendorf advises DEG (HQIB)
on its majority shareholding in SMAL GmbH

Digital Experiences Group GmbH (“DEG”), in which Harald Quandt Industriebeteiligungen GmbH (“HQIB”) holds a majority stake, has acquired a majority stake in SMAL GmbH (“SMAL”).

SMAL is an international full-service design and development agency with offices in Munich, Amsterdam and San José. Since 2011, SMAL has been developing outstanding brands, products and services in the physical and digital space.

SMAL represents an important strategic extension for DEG due to its complementary services. SMAL and Ergosign will remain independent companies with their respective brands within DEG and will work together strategically and operationally in the joint group of companies in the future.

The founders of SMAL will remain with the company both as co-partners and in their operational roles. The parties have agreed not to disclose further details of the transaction.

Background:
HQIB is an investment company of the Harald Quandt family and a small number of selected (industrial) families and partners. HQIB invests in small and medium-sized companies in German-speaking countries that are active in established, future-oriented and technically demanding sectors with attractive growth potential.

act legal – with more than 350 professionals throughout Central Europe – offers act legal sophisticated national and international legal advice – the attractive alternative to large international law firms.

act legal Germany regularly and comprehensively advises HQIB on their transactions.

Advisors to HQIB:
act legal Germany: Dr. Fabian Brocke, LL.M. (Corporate/M&A), Dr. Nina Honstetter (Corporate, Labour Law); Marcus Columbu (Finance); Dr. Fabian Laugwitz MBA, LL.M. Eur. (Real Estate)
Ebner Stolz: Alexander Euchner; Wolfgang Klövekorn; Franz Günther (all Tax)

act legal Germany advises Intersaction on its first acquisition in Germany

Intersaction, a private equity investor headquartered in the Netherlands, acquired all shares in Amberg Umwelt-Technik GmbH through its portfolio company BMAir Deutschland GmbH & Co. KG.

BMAir is one of Europe’s leading manufacturers of pressurized filter systems. The group follows an ambitious growth and internationalization strategy, in which the German market plays a key role. The transaction creates a new European market leader in the field of filter pressurization systems for the construction machinery.

Following the acquisition by BMAir, Amberg will continue its operational activities under its own brand. On an organizational level, Robin Veltman, managing partner at BMAir for 20 years, has been appointed as managing director together with Thomas Cronen, who successfully led Amberg Umwelt-Technik for many years as general manager and developed Amberg Umwelt-Technik into a German market leader. Both parties have agreed not to disclose further details of the transaction.

Background:

Intersaction invests with focus to niche and B2B companies with significant growth potential and an EBITDA of EUR 2-10 million. The acquisition of Amberg Umwelt-Technik was their first acquisition in the German market.

act legal – with more than 350 corporate and commercial lawyers across central Europe – offers demanding corporate clientele high-level, cross-border, or regional legal advice being the attractive alternative to major international law firms.

act legal Germany was recommended by a long term client and advised Intersaction/BMAir comprehensively in all matters of this transaction.

Advisors Intersaction/BMAir:

act legal Germany: Dr. Fabian Brocke, LL.M. (Corporate/M&A, lead partner), Maximilian Dieler (Corporate/M&A); Dr. Fabian Laugwitz, MBA, LL.M. Eur. (Real Estate); Marcus Columbu (Finance).

Financial & Tax | Ebner Stolz: Armand von Alberti; Lukas Benzinger

Notary: Anne Vins-Niethammer (Oppenhoff & Partner)

“100% Power, 100% Innovation, 100% Digital. Ich gestalte Visionen.” – Chief Digital & IT Officer



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Chief Digital & IT Officer (m/w/d).

Wir sind modern, voll durchinvestiert und verfügen im Branchenvergleich bereits über einen sehr hohen Digitalisierungsstandard. Die konsequente Weiterentwicklung dieses Standards in den kommenden Jahren hat bei uns höchste Priorität.

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Important changes in the law on evidence – what now must be observed in every employment contract

What is at stake?

The Verification Act, which has been largely unknown until now, will inevitably be found on the desk of every German employer as a result of its amendment, which will come into force on 1 August 2022. As an EU member state, Germany is obliged to transpose Directive (EU) 2019 / 1152 of the European Parliament and of the Council of 20 June 2019 on transparent and predictable working conditions in the European Union into German law by 31 July 2022 at the latest. At the beginning of May this year, the German legislator presented a corresponding draft law – among other things, to amend the Verification Act, the Part-Time and Fixed-term Employment Act and the Temporary Employment Act, which is to come into force on 1 August 2022. Until now, non-compliance with the Verification Act hardly had any practical relevance, because even orally agreed employment contracts were not invalid due to a violation of the Verification Act. According to the draft law presented by the federal government, violations of the Verification Act now entail more far-reaching legal consequences and fines, which is why employers should definitely review and adapt their standard contracts.

What is the legislator aiming at with the amendment?

The new regulations serve to protect employees in a company and are intended to create even more transparency concerning applicable working conditions.

What’s new?

In future, employers must inform their employees when concluding a new employment contract about, among other things, details of remuneration, probationary periods, working hours, rest breaks, termination and the possibility of bringing an action for protection against dismissal. In addition, reasons must be given for temporary employment and fixed-term contracts. This obligation to provide information also applies to existing employment contracts if they are amended or if employees assert their legal right to information against the employer. The employer must fulfil this right to information transparently and in writing (!) within a period of 7 days. In case of non-compliance or incomplete information, fines of up to EUR 2,000.00 per individual case may be imposed.

What exactly must be considered when drawing up employment contracts starting 1 August 2022?

While remuneration could previously be stated as a lump sum, i.e. including all supplements such as bonuses, special payments and overtime, all remuneration components must be listed separately in the employment contract starting 1 August 2022.

Previously, only working hours had to be stated in the contract. Starting 1 August 2022, rest breaks, shift operation, shift system, shift rhythm and the applicable prerequisites for a shift change must also be recorded. It is unclear whether a general reference to existing company agreements is sufficient.

Contrary to previous practice, it must even be specified in writing under which precise conditions overtime is to be ordered.

Particularly challenging is the newly envisaged obligation of employers to inform their employees in the employment contract about the dismissal procedure and the possibility of bringing an action for unfair dismissal. In this context, questions arise with regard to the consultation obligations of works councils and representatives of severely disabled persons, changes in operations, mass dismissal notices, official approval procedures, etc.

In the future, however, employers will also have new obligations in connection with fixed-term contracts and temporary employment. After a transfer period of six months, the employer will prospectively have to respond to a correspondingly signalled interest of fixed-term employees or temporary workers. The employer will prospectively have to respond to a correspondingly signalled interest of fixed-term employees or temporary workers after a transfer period of six months giving the employer will have to give reasons as to employment relationship or the temporary employment relationship will not be converted into a permanent employment relationship of unlimited duration. This has to be done in text form within a period of one month.

What should be done now?

Employers are well advised to adapt their existing employment contract templates accordingly for the future and to keep a carefully prepared standard information letter for the election of the 7-day period, as fines of up to EUR 2,000.00 may be imposed in each individual case if the information is not provided on time or is incomplete.

act legal Germany advises Pixotope on acquisition of TrackMen GmbH

Pixotope Technologies, a member of Eltek Holding AS, a private investment company based in Oslo, Norway, has acquired all shares in TrackMen GmbH, a leading provider of 3D real-time tracking solutions.

The acquisition is a major step for the media industry as Pixotope and TrackMen now combine a complete virtual production platform, including graphics, camera tracking and talent tracking, into a single product. The founders of TrackMen, Thorsten Mika and Hendrik Fehlis, will stay on board and will further develop the business with its new shareholder Pixotope.

The parties have agreed not to disclose further details of the transaction.

Background:

This was the first M&A transaction of Pixotope in Germany. Act legal previously also advised Pixii AS, another portfolio company of Eltek, being active in the development, manufacturing and sale of smart modular and scalable energy storage solutions, on its market entry in Germany.  
In the recent transaction, act legal Germany advised Eltek comprehensively on all legal aspects, including IP- and IT matters.

act legal – with more than 350 professionals throughout Central Europe – offers sophisticated national as well as international legal advice – the attractive alternative to large international law firms.

Advisors Eltek/Pixotope:

act legal Germany: Dr. Fabian Brocke, LL.M. (Corporate/M&A); Dr. Nina Honstetter (Corporate, Employment); Dr. Florian Wäßle, LL.M., Monique Gunawardene (both IP/IT, Data Protection)

Moog Partnerschaftsgesellschaft: Marc Sälzer (Tax)

#NEWCOMERS

Newcomers @ act legal Germany

Maximilian Dieler

Attorney at law
act legal Germany AC Tischendorf Rechtsanwälte Frankfurt, Germany
Phone: +49 69 24 70 97 33 Send an email
act legal: Which of your skills would you probably surprise us with?

Maximilian Dieler “I am a native Hessian speaker, if I want to…is that surprising enough?”

act legal: If you were to choose a different profession, what would it be?

Maximilian Dieler “Since I had to stop competitive sports at some point, but sports are still my passion, probably sports journalist. Sport teaches you a lot of virtues that are important for everyday life, e.g., fairness, sportsmanship, team spirit, commitment and that hard work usually pays off…and celebrating of course ;)”

act legal: What drives and motivates you?

Maximilian Dieler: “An environment of motivated, committed and courageous fellows.”

Negotiating and drafting international English-language business contracts

Use contractual options effectively and formulate them in a legally secure way; incl. sample contracts (LOI, NDA).

Online Seminar (in German language only)

Thursday, March 10th

9.30 am – 12.30 pm

Referee

Dr. Florian Wäßle, LL.M., Partner @ act legal Germany

Contact person for registration – please register here!

Matthias Fuchs (EIC Trier)
Tel.: 0651-97-567-20
E-mail: fuchs@eic-trier.de
Web: www.eic-trier.de

For more information please see the attached PDF (in German language only) and LinkedIn.

Successful conclusion of the insolvency plan proceedings of Transfertex GmbH & Co. Thermodruck KG with a quota of 100 percent for the creditors

The digital and gravure printing company Transfertex GmbH & Co. Thermodruck KG from Kleinostheim near Aschaffenburg has successfully completed its insolvency proceedings. The Aschaffenburg Local Court has terminated the insolvency proceedings against the company’s assets as of 28 February 2022. Prior to this, the creditors’ meeting had accepted the insolvency plan submitted by the company in mid-October.

In May 2021, Transfertex had applied for protective shield proceedings pursuant to §270d Ins0 n.F. due to impending insolvency. The court appointed lawyer Dr Alexander Höpfner (act AC Tischendorf) as administrator. The management was appointed by the insolvency law expert Dr. Franz-Josef Hansen (BHS Rechtsanwälte) and the restructuring experts Marc Schneider and Nick Piepenburg (Turnaround Management Partners) in the implementation of the self-administration and the preparation of the restructuring and insolvency plan concept.

In the past months, a comprehensive restructuring concept with strategic and operational measures was developed and implemented as part of the self-administration proceedings.

The operational business of Transfertex was sold to a new company through a transfer restructuring with effect from 1 October 2021. The new company will continue the existing business model with gravure and digital printing. The cost structure was adjusted to the current and expected business volume for the coming years. The restructuring concept ensures the preservation of 82 jobs. After negotiations on a reconciliation of interests and a social plan, the employees who are no longer employed were offered the option of joining a transfer company as an alternative to severance pay.

After the transfer of the business operations and acceptance of the plan, the debtor acts as the holding company, which provides the new company with office and production space as well as operating resources.

The financing of the insolvency plan with a quota of 100 percent was made possible by extensive financial contributions from the shareholders. They no longer have a direct stake in the new company, but cover the initial liquidity requirements through start-up financing.

Dr. Alexander Höpfner on the achieved quota: “Our task in the self-administration procedure is to optimally protect the interests of the creditors by maximising the quota. With the exceptionally high quota of 100 percent, we have now been able to achieve the best possible satisfaction of creditors. All parties involved in these proceedings have worked together excellently to achieve this goal.”

At the time of filing for insolvency, Transfertex was an owner-managed family business with around 135 employees and a turnover of approximately EUR 15 million (2019). The company, founded in 1972, is based in Kleinostheim near Aschaffenburg. Transfertex prints sublimation paper (also known as transfer paper) as its main product in gravure as well as digital printing processes, which international customers use to produce printed textiles or technical applications. Transfertex supplies mainly to the fashion market, the home textiles sector and the sports and jersey market.

Property management:

act AC Tischendorf Rechtsanwälte (Frankfurt am Main): Dr Alexander Höpfner (administrator).

Advisors to Transfertex:

Bachmann, Hansen, Schuhmann & Partner (Aschaffenburg): Dr. Franz-Josef Hansen (Chief Insolvency Officer), Dr. Jochen Heinzelmann (Insolvency Law)

Turnaround Management Partners (Düsseldorf): Marc Schneider, Nick Piepenburg (insolvency plan concept and business consulting)

Successful restructuring: long-established film manufacturer Rhein-Plast becomes part of the Ringmetall Group

Following successful restructuring, the traditional manufacturer of special films for the pharmaceutical industry, among others, will become part of the Ringmetall Group on 1 February 2022. This secures around 90 jobs and the continued existence of the two plants in Bad Dürkheim.

In mid-2021, Rhein Plast applied for the opening of insolvency proceedings in voluntary administration in accordance with § 270 ff, 270b InsO (“protective shield proceedings”) as a result of the unfortunate combination of the negative effects of the COVID-19 pandemic and the effects of the raw materials crisis.

In the course of the preparation and implementation of the self-administration proceedings, Dr Felix Melzer, Dr Alexander Höpfner and Dr Sven Tischendorf supported the management of Rhein-Plast GmbH as general representatives both operationally and as experts in insolvency law. Nick Piepenburg and Marc Schneider (Turnaround Management Partners) provided business management support for the self-administration.

Together, they succeeded in bringing the Rhein-Plast company back into the “profit zone” in just six months and, on this basis, in finding an investor who will continue to develop the company and the site in the long term.

Long-term perspective under the umbrella of the Ringmetall Group

The Ringmetall Group will take over the business operations, the employees and the plants of Rhein-Plast at the company headquarters in Bad Dürkheim completely on 1 February 2022 by way of a so-called “asset deal”. Together with the existing holdings in the packaging sector, Nittel (Halle/Saale) and Tesseraux (Bürstadt), the Ringmetall Group covers a broad spectrum of the market for special packaging.

Existing management remains on board

The existing management team of Roger Eisemann (Managing Director), Thomas Eisemann (Head of Sales) and Christian Gumpert (Head of Production) will remain with the company.

Location and approx. 90 jobs secured

Thanks to the very constructive and open cooperation with the works council, it was possible to completely avoid redundancies within the framework of the self-administration procedure. 

The self-administration procedure could be completely avoided

Existing staff surpluses were reduced by the self-administration in mutual agreement with the affected employees and by setting up a transfer company.

Further development focuses on products for the pharmaceutical industry, among others

Rhein-Plast GmbH focuses on the production of primary packaging materials for the pharmaceutical industry and other applications with high hygiene requirements. With annual sales of approximately EUR 13 million in 2021, Rhein-Plast GmbH currently employs around 90 people.

Another success of act’s redevelopment practice

With the market-renowned self-administration proceedings of, among others, Picard, JMT, Hallhuber, Vossloh-Schwabe, WFS, Transfertex and Saurer Spinning Solutions already successfully concluded in 2020/2021, act AC Tischendorf’s insolvency and restructuring practice, led by partners Dr. Sven Tischendorf, MBA, Dr. Alexander Höpfner and Dr. Felix Melzer, is one of the market leaders in Germany.

Eigenverwaltung Rhein-Plast:

Roger Eisemann (Geschäftsführer)

Berater Rhein-Plast:

act AC Tischendorf Rechtsanwälte, Frankfurt: Dr. Felix Melzer (Generalbevollmächtigter),
Dr. Sven Tischendorf, MBA (Generalbevollmächtigter), Dr. Alexander Höpfner (Generalbevollmächtigter), Dr. Nina Honstetter (Arbeitsrecht)

Turnaround Management Partners, Düsseldorf/Frankfurt: Nick Piepenburg, Marc Schneider (§270b-Bescheinigung, Sanierungskonzept)

Kanzlei Weilbach – Unternehmensverkauf und Nachfolge, Pleisweiler-Oberhofen: Udo A. Weilbach (M&A-Prozess)

Administration of Rhein-Plast: Reimer Rechtswälte, Mannheim: Thomas Rittmeister

Ringmetall Group:
Christoph Petri (board member), Konstantin Win-terstein (board member), Rainer Carqueville, Clemens Aiple

Advisors to Ringmetall Group:
ACURIS Rechtsanwälte, Munich: Dr. Dirk Stahlberg, Dr. Gerd Müller-Volbehr
WPH GmbH & Co. KG Wirtschaftsprüfer, Schwabach: Stefan Maier