Dr. Martin Gross-Langenhoff advises listed companies and private equity investors on M&A transactions, including public takeovers, as well as on financial regulatory and capital markets matters.

Over the past ten years, Dr. Martin Gross-Langenhoff has advised on completed M&A transactions with an aggregate volume of €200 billion and has been involved in numerous taking privates, corporate reorganizations and IPOs as well as corresponding owner control and regulatory licensing proceedings in the financial sector. His transactional and boardroom advice extends to a broad range of financial regulatory matters in the payment, banking and insurance industries.

Dr. Gross-Langenhoff is regularly retained by the boards of listed companies in special situations where swift and commercially balanced action is required and has particular experience in resolving conflicts with the German Federal Financial Supervisory Authority (BaFin). In addition, he represents state actors, including the Federal Government of the Federal Republic of Germany, in safeguarding their interests vis-à-vis BaFin.

Dr. Gross-Langenhoff is admitted to practice law in Germany and in the State of New York (USA). A significant part of Dr. Gross-Langenhoff's practice consists of advising U.S.-based clients on their investments in Germany and Europe.

Dr. Gross-Langenhoff is listed as frequently recommended lawyer for the areas of M&A, Corporate and Capital Markets Law by JUVE and as 'name of the next generation' by Legal 500.

Partner

Contact

T +49 69 9769601 216

T +49 89 4111417 216

E Martin.Gross-Langenhoff@sza.de

Expertise

Banking & FinanceComplianceCorporate LawCapital Market LawM&A

He leads teams efficiently and ensures that you get prompt, high-quality advice at all levels.
Client, JUVE (2022/2023)

Work highlights

Public M&A*

Bayer in connection with refinancing aspects of the €59 billion acquisition of Monsanto, the largest corporate acquisition ever by a German company
Deutsche Annington (today: Vonovia) in its exchange offer to all shareholders of GAGFAH valued at €8.5 billion
Diebold in entering into an agreement in principle and subsequent public takeover of Wincor Nixdorf for a mixed cash and non-cash consideration valued at €1.7 billion
40 North Management on the acquisition of a 29.1 percent stake in the listed Braas Monier Building Group with a market value of €250 million
Goldman Sachs as financial advisor to BUWOG in connection with the takeover offer by Vonovia for €5.2 billion

Lone Star Real Estate in connection with the voluntary public takeover offer by an affiliated company to all shareholders of ISARIA Wohnbau for €317 million
Morgan Stanley Infrastructure Partners on its voluntary public takeover offer to all outstanding shareholders of VTG for the equivalent of €1.5 billion
Praxair on its €73 billion merger of equals with Linde, the second-largest corporate acquisition in German economic history
Schroders, the largest independent shareholder of Software AG in connection with the public indications of interest by Bain Capital and Silverlake and the subsequent takeover offer by Silverlake valuing Software AG at €2.4 billion
Sky Deutschland on its €6.3 billion public takeover by BSkyB
TLG Immobilien (i) with regard to its exchange offer for all outstanding shares in WCM valued at €830 million, (ii) with regard to selected capital market aspects of Aroundtown's takeover offer valued at €3.1 billion
Verifone in connection with its takeover by Francisco Partners for €3 billion
VIB with regard to the unsolicited takeover offer by DIC Asset, which valued the company at €1.4 billion
* Includes mandates from the time before joining Schilling, Zutt & Anschütz

Private M&A*

Allianz in connection with the contribution of its real estate investment arm to its U.S. fund subsidiary PIMCO to create one of the world's largest real estate investors with over €100 billion in assets under management
The shareholders of BEOS on the sale of the company to Swiss Life
Centaurus Capital, together with a group of other investors, in the acquisition of a 94.9 percent stake in HSH Nordbank for a total purchase price of approximately one billion euros
Cevian in connection with the sale of ThyssenKrupp's elevator business to a consortium of private equity investors for a purchase price of €17.2 billion
Diebold Nixdorf in connection with (i) the sale of its deposit return business to Remondis (ii) the management buyout of Prosystems IT GmbH (iii) the sale of a 68 percent stake in Portavis to DATAGROUP, (iv) the sale of Bankberatung Organisations- und IT-Beratung für Banken and (v) the sale of AEVI International GmbH

DKV Mobility on entering into a strategic partnership with LIS Logistische Informationssysteme AG
Goldman Sachs as financial advisor to Siemens in the acquisition of Invensys Rail for €2.2 billion
K+S on the sale of its salt business in the Americas to Stone Canyon Industries for €2.6 billion
Seattle Genetics in its attempted acquisition of Ganymed Pharmaceuticals, which was subsequently sold to another bidder for €1.3 billion
Spirit AeroSystems Holdings in entering into a business combination agreement to acquire all shares in S.R.I.F., the parent company of Asco Industries, for €590 million
Terra Firma on the sale of its stake in Deutsche Annington
Verifone in its acquisitions of (i) InterCard (ii), Paymorrow and (iii) a company in the area of payment services
* Includes mandates from the time before joining Schilling, Zutt & Anschütz

Financial Regulatory

Federal Government of the Federal Republic of Germany on the regulatory requirements (ZAG, KWG) of the introduction of a nationwide KulturPass for approx. 750,000 young adults with a total volume of €250 million and representation of the Federal Government vis-à-vis the Federal Financial Supervisory Authority (BaFin)
Bundesverband freier Tankstellen und Mineralölhändler (Federal Association of Independent Petrol Stations and Oil Traders) in clarifying the permissibility of different business models under payment services supervision law with the Federal Financial Supervisory Authority (BaFin)
Centaurus Capital, together with a group of other investors, on the conduct of owner control proceedings with regard to the acquisition of a 94.9 percent stake in HSH Nordbank for a total purchase price of approximately one billion euros*
Diebold Nixdorf regularly on group-wide regulatory issues
DKV Mobility on regulatory requirements for the introduction of new business models

Principality of Monaco in connection with regulatory aspects of its indirect shareholding in the listed bet-at-home AG
H.D.I. Haftpflichtverband der Deutschen Industrie on selected regulatory aspects of a refinancing of the Talanx Group with a total volume of €1.25 billion
Pro7Sat.1 Media on the processing of the payment services regulatory issues mentioned in the ad hoc announcement dated February 28, 2023
Verifone Systems in the conduct of owner control proceedings relating to InterCard AG*
Advising a blockchain joint venture consisting of 18 national and international insurance and reinsurance companies on a planned international private placement*
Representation of issuers and top executives with regards to requests for information, investigations and administrative fine proceedings by the German Federal Financial Supervisory Authority (BaFin) and other supervisory authorities
* Mandates from the time before joining Schilling, Zutt & Anschütz

Capital Market Law*

Brockhaus Capital Management on its €115 million IPO and listing on the Frankfurt Stock Exchange
Delisting of Diebold Nixdorf from the regulated market of the Frankfurt Stock Exchange (Prime Standard)
Diebold Nixdorf on the issuance of two bonds with a total value of one billion euros
DWS Group on its €1.4 billion IPO and listing on the Frankfurt Stock Exchange
home24 on its €600 million IPO and listing on the Frankfurt Stock Exchange

Siemens Healthineers underwriters on its €4.2 billion IPO
Linus Digital Finance in preparation for listing on the regulated market of the Frankfurt Stock Exchange
Jumia Technologies on its $196 million SEC-registered IPO and listing on the NYSE
PharmaSGP on its €127 million IPO; Germany's first Prime Standard IPO of 2020
IPOs/listings of Delivery Hero; Deutsche Annington/Vonovia; LEG Immobilien; Schaeffler; Scout24; Sixt Leasing; Springer Science; Tele Columbus; TLG IMMOBILIEN; Rocket Internet and Zalando
Capital increases of Deutsche Annington/Vonovia; Deutsche Wohnen and Sky Deutschland
Equity-linked transactions for Bayer; Deutsche Annington; Deutsche Wohnen and Rocket Internet
* Includes mandates from the time before joining Schilling, Zutt & Anschütz

Corporate*

Goldman Sachs Investment Partners, Caspian Capital and Babson Capital as bondholders of A.T.U Auto Teile Unger in a series of restructurings, in a series of restructurings, which included a new investment of €109 million by the existing bondholders and a new third party credit facility with a notional amount of €75 million, which reduced the A.T.U Group's debt by over €500 million
Advising DKV Mobility in connection with the introduction of new On-the-Road Payment solutions
Representation of Diebold Nixdorf on (i) the squeeze-out under merger law of the shareholders of the outside Wincor shareholders and the subsequent delisting, (ii) the conclusion of a profit and loss transfer and domination agreement with Wincor Nixdorf and (iii) appraisal proceedings with outstanding shareholders regarding the adequacy of the compensation payments offered in connection with certain structural measures
Advising the Management Board of H.D.I. Haftpflichtverband der Deutschen Industrie in connection with a Group refinancing of the Talanx Group with a total volume of € 1.25 billion
Rhone Capital in connection with various corporate restructurings of portfolio companies

various listed companies, including Deutsche Wohnen, Rocket Internet and Diebold Nixdorf in connection with the preparation and conduct of critical shareholders' meetings
various private equity funds, including Paradigm Capital, Rantum Capital and Rivean Capital on transactions in Germany
various listed companies on governance issues, in connection with internal compliance investigations and the establishment of (share-based) remuneration systems
* Includes mandates from the time before joining Schilling, Zutt & Anschütz

Publications

US-amerikanische Regelpublizität im deutschen Kapitalmarkt (‘Ongoing U.S. disclosure requirements in the German Capital Market’), together with York Schnorbus, ZIP 2017, pp. 1982 – 1991
Vermögensbindung im Aktienrecht (‘Capital Maintenance and Profit Distribution under German Stock Corporation Law’), Ph.D.-thesis, Nomos 1st edition 2012, 2nd edition 2015 (345 pages)
How Risky is the Risk Limitation Act for Capital Markets?, GoingPublic Magazine, Special Edition Buse Awards 2008, pp. 6 – 9
Die Nennbetragshälfte als ungeschriebene Schranke der genehmigten Kapitalerhöhung in der Aktiengesellschaft (‚Invisible Bounds of the Authorized Capital in the Stock Corporation‘), Ad Legendum 2007, pp. 268 – 272
Rechtsprobleme bei der Kapitalerhöhung in der Aktiengesellschaft (‚Legal Issues in Connection with Raising Capital in German Stock Corporations‘), StudZR 2007, pp. 42 – 65