Flagship mandate: TECHNIPLAS, together with act AC Tischendorf, takes over the business operations and key assets of the publicly listed Nanogate Group out of insolvency

By notarized purchase agreement dated 7 May 2021, TECHNIPLAS is taking over the material assets of Nanogate SE and its insolvent subsidiaries Nanogate Management Services GmbH, Nanogate NRW GmbH, Nanogate PD Systems GmbH and Nanogate Neunkirchen GmbH by way of so-called “asset deals” (transferring restructuring), as well as the equity investments in non-insolvent subsidiaries held by Nanogate SE which are attributable to the core business (including Nanogate heT Engineering GmbH, Nanogate Netherlands B.V., and Nanogate Netherlands B.V.). Nanogate North America LLC, Nanogate heT Engineering GmbH, Nanogate Netherlands B.V., Nanogate Schwäbisch Gmünd GmbH, Nanogate Slovakia s.r.o.) by way of share deals.

The closing of the transaction is still subject to various conditions.

Nanogate, headquartered in Göttelborn, Germany, is a leading technology group that produces design-oriented, multifunctional components and surfaces primarily for the automotive and industrial sectors. The company has an extensive technology portfolio and supplies major international customers worldwide (e.g. Airbus, BMW, Daimler, Ford, GM and the VW Group). The 22 group companies are active at ten locations in seven countries; Nanogate SE shares are traded in the scale segment of Deutsche Börse Frankfurt. In 2019, Nanogate generated sales of approximately EUR 243 million with around 1,800 employees. On 22 June 2020, the management filed for insolvency in self-administration pursuant to Section 270b InsO (protective shield proceedings) for Nanogate SE as well as five German subsidiaries. All other companies in the group continued to operate as solvent entities.

TECHNIPLAS is a global supplier of advanced plastic components, primarily for the automotive sector, but also for industrial, consumer goods, medical and other markets. The group was founded in 1941 and today generates sales of around USD 500 million at ten locations. The sustainable growth course is supported by the shareholders H.I.G Capital, Amzak Capital Management and The Jordan Company.

Background

act legal Germany is trusted advisor to many well-known private equity funds and their portfolio companies, especially in the areas of distressed M&A and restructuring. There is a long-standing relationship with H.I.G. Capital. act legal Germany has already advised on several transactions for TECHNIPLAS in the past. In addition to the transaction management in Germany, act legal Germany’s office was also responsible for the overall international management of the legal aspects of the transaction, for which it was able to draw on the support of numerous other act legal offices.

Legal advisors TECHNIPLAS

act legal Germany – AC Tischendorf Rechtsanwälte (Lead management, transaction advice and documentation): Dr. Sven Tischendorf, MBA (M&A, insolvency law, labor law), Dr. Matthias Müller, MBA (M&A, Corporate, insolvency law), Dr. Fabian Brocke, LLM. (Transaction documentation, management due diligence worldwide), Dr. Stephan Schwilden (labor law, antitrust law), Dr. Florian Wäßle (IP / IT), Marcus Columbu (Finance), Dr. Fabian Laugwitz LL.M., MBA (Real Estate), Sarah Landsberg (Corporate, M&A)

act legal Austria – WMWP (Austrian transaction aspects): Dr. Martin Wiedenbauer, Mag. Franz Asseg

act legal Slovakia – act MPH (Slovak transaction aspects): Mgr. Jana Alušíková, Mgr. Zuzana Jahodníková, LL.M., Mgr. et Mgr. Katarína Kasalová

act legal The Netherlands – act FORT (Dutch transaction aspects): Derk van Geel, Terry Steffens, Elias van Kampen

LAWorld – Nexsen Pruet (US transaction aspects): Todd Davidson, Mark W. Bakker

LAWorld – Nordia (Finnish transaction aspects): Matti Kari, Annamarie Männikkö

LAWorld – Özkan (Turkish transaction aspects): Zeynep Özkan Özeren

Flick Gocke Schaumburg (Taxes and tax structure): Christian Schatz, Corina Hackbarth, Anne-Catharine Lorek, LL.M.