[Mayer Brown] Mayer Brown JSM advised AkzoNobel on its possible offer in Hong Kong for Schramm Holding AG

19 July 2011, Hong Kong – Mayer Brown JSM is pleased to announce that it advised AkzoNobel on its intended acquisition of coatings manufacturer Schramm Holding AG (“Schramm”) and the coatings activities operated by Schramm’s largest shareholder, Korean company SSCP.

Subject to certain pre-conditions, Schramm’s shareholders will receive a voluntary conditional offer in cash for every Schramm share, valuing the share capital of the company at approximately €142 million (HK$1,566 million).

The offer will be conditional upon receiving sufficient acceptances from Schramm shareholders and relevant merger control clearance. Schramm’s largest shareholder, SSCP, has entered into an irrevocable agreement with AkzoNobel to accept such an offer (70.5 percent of the total holding).

Furthermore, AkzoNobel has entered into a preliminary agreement with SSCP regarding the purchase of SSCP’s carved-out coatings business based in Korea, subject to satisfactory due diligence, and closing and settlement of the voluntary conditional offer for Schramm Holding AG.

AkzoNobel is a Global Fortune 500 company and the largest global paints and coatings company in the world. Its products include well known brands such as Dulux, Sikkens, International and Eka. Schramm provides technical coatings solutions in automotive and general industry coatings, coil coatings (for pre-coated metals) and electrical insulation paints and varnishes sectors. The transaction is important to Akzo’s international strategy and will allow AkzoNobel to further access the Korean-OEM mobile phone market and build on Schramm’s strong position in the German automobile supplier industry.

The deal was technically interesting in a few ways. Schramm was the first and only Germany-incorporated company admitted to list on the Stock Exchange of Hong Kong (HKSE), and one of the first foreign-incorporated companies listed on HKSE after the 2009 joint policy by the Securities and Futures Commission (SFC) and HKSE on listing of foreign-incorporated companies in Hong Kong. The pre-conditional offer was the first privatisation offer cleared and administered by the SFC in relation to such foreign incorporated company. The conflicts of Hong Kong public takeovers rules and German corporate law requirements were tested and resolved in practice for the first time.

The Asian-European Mayer Brown Team working on the deal included Beijing partner Xiangyang Ge as relationship partner and the team leaders Jeckle Chiu (Corporate, Hong Kong), Stephan Gittermann (Corporate, Frankfurt) and Dr. Jens Peter Schmidt and Kiran Desai (Merger Control, Brussels).




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