Announced 02/22/13
VePOINT GmbH & Co. KG
Merger/Acquisition
Siemens Aktiengesellschaft (DB:SIE) acquired VePOINT GmbH & Co. KG from Semikron Elektronik Gmbh & Co. KG on February 22, 2013.
SI's price was unchanged after the transaction was announced on 02/22/13.
Investor / Buyer
Siemens Aktiengesellschaft
Creditor / Lender
Semikron Elektronik Gmbh & Co. KG
Announced 11/30/12
699.00M for OSRAM Lighting Control Systems Ltd.
Private Placement
OSRAM Lighting Control Systems Ltd. announced that it has received €699 million in funding from returning investor Siemens AG on November 30, 2012.
SI's price was unchanged after the transaction was announced on 11/30/12.
Investor / Buyer
Siemens Aktiengesellschaft
Announced 11/28/12
1.74B for Invensys Rail Pty Ltd
Merger/Acquisition
Siemens AG (DB:SIE) entered into an agreement to acquire Invensys Rail Pty Ltd from Invensys plc (LSE:ISYS) for £1.7 billion in cash and debt free price on November 28, 2012. The cash and debt free price of £1.7 billion represents a multiple of 15 x OPBIT for the year ended March 31, 2012. Under the terms of the Rail Disposal, Siemens will assume responsibility for the Invensys Railways Pension Scheme. The consideration will be subject to customary adjustments for the ... amount of cash, debt and working capital in the target companies at completion. Following the completion, Invensys Rail will be integrated into Siemens’ Rail Automation Business Unit, as part of the Mobility and Logistics Division in the Infrastructure & Cities Sector. Invensys Rail had total revenues of £775 million and EBIT of £116 million for the year ended March 31, 2012.
The deal is subject to approval of Invensys plc's shareholders, relevant regulatory authorities, certain anti-trust consents, the UK Pensions Regulator and the majority lenders. The deal is expected to complete in the second quarter of year 2013. The proceeds from the sale shall be used as approximately £625 million to be returned to shareholders, the reservoir trust amount of £225 million will be paid into the Reservoir Trust by Invensys, approximately £80 million in transaction fees and taxes payable, approximately £372 million to be retained by Invensys to accelerate the strategic development of the retained group through investment in the business and acquisitions.
As on November 28, 2012, the Board of Siemens AG approved the decision of the Managing Board to enter into an agreement to acquire Invensys Rail. The shareholder’s meeting of Invensys will be held on December 19, 2012 to consider the approval of the deal. As of December 18, 2012, the deal has been approved by the UK Pensions Regulator.
On December 19, 2012, the transaction was approved by the shareholders of Invensys plc. As of March 1, 2013, the transaction was approved by the Administrative Council for Economic Defense.
As on April 18, 2013, the transaction was approved by the European Union.
Edmund Byers, Dwayne Lysaght and Richard Perelman of JPMorgan Cazenove Limited acted as financial advisor, sponsor and corporate broker and Michael Tory and Tomas Hernanz of Ondra Partners acted as financial advisor and Richard Mountain, Andrew Lorenz of FTI Consulting acted as PR advisor and Barry O'Brien, Ben Spiers, Christoph Von Bülow, Chris Forsyth, David Pollard, Simon Evans, Colin Hargreaves, Rod Carlton, Bob Schlossberg, Daniel Lawrence, Beth Cameron, Xin-Yi Yak, Robert Henry, Alice Zhu, Holly Alexander, Emily Acland, Adam Ryan, Sara Naisby, Andrew Murphy, Sara Chambers, Nicola Squire, Jennifer Harley, Verity Stevens, Will Verrill, Mari Scimemi, Thomas Cooling and Charlie Mieville of Freshfields Bruckhaus Deringer LLP acted as legal advisors to Invensys plc. Rainer Traugott, Wolfgang Deselaers, Annika Juds, Roger Barron, Iain Wagstaff, Tim Cox, Nemone Franks, Vanessa Havard-Williams, Mark Burgess-Smith, Mark Kingstone, Larissa Howard, Simon Kerr-Davis and Ruth Barbara Roth of Linklaters acted as legal advisors for Siemens AG. Goldman Sachs acted as financial advisor for Siemens. Andrew Murphy of Freshfields provided pensions advice for Invensys. George Sampas, York Schnorbus and Martin Gross-Langenhoff of Sullivan & Cromwell LLP acted as legal advisors to Goldman Sachs, financial advisor to Siemens.
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SI's price was unchanged after the transaction was announced on 11/28/12.
Investor / Buyer
Siemens Aktiengesellschaft
Creditor / Lender
Invensys plc
Announced 11/28/12
OSRAM GmbH
Spin-Off/Split-Off
The Board of Siemens AG (DB:SIE) announced the spin off 80.5% stake in OSRAM GmbH on November 28, 2012. Under the terms of agreement, Siemens will retain 17% and Siemens' pension trust will keep a 2.5% stake in Osram. For the year 2011, Osram reported revenue of €5.4 billion. Shareholders of Siemens AG will receive one Osram share for every 10 Siemens shares and following the transfer of Osram shares it will be publicly listed. The deal is subject to approval of shareholders. ... The spin off will cost Siemens AG approximately €150 million.
The transaction has been approved by majority of the shareholders of OSRAM and as of March 15, 2013, the transaction has been postponed due to a lawsuit. As of April 10, 2013, the deal has been approved by German court. On January 23, 2013, the annual shareholders' meeting of Siemens approved the transaction. Siemens initiated a clearance procedure. Jochen Vetter, Torsten Busch, Simon Patrick Link, Daniel Halmer and Moritz Schuler of Hengeler Mueller acted as legal advisors to Siemens.
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SI's price was unchanged after the transaction was announced on 11/28/12.
Creditor / Lender
Siemens Aktiengesellschaft