"someone you would definitely consider for high-profile, complex matters"
(Chambers Europe, 2017)
Andreas W. Mayr is Head of the firm's M&A and Capital Markets practice. Andreas focuses on in- and outbound cross-border transactions (with a particular focus on Europe, North America and Asia) as well as on international equity and debt capital market transactions. He also advises listed companies, investment banks and private equity firms on corporate governance and compliance related matters as well as in connection with investigations by regulators and authorities. Andreas also advises listed companies in corporate defense mandates for example in connection with hostile public takeover attempts as well as capital market related claims and class actions filed by investors.
Andreas is admitted to the bars in Austria (1998) and in the State of New York (1993) and member of the IBA and the New York Bar Association. He has been an approved capital markets coach of the Vienna Stock Exchange for many years and has several years of experience as a member of the ATX committee of the Vienna Stock Exchange ("VSE") and of the Legal and Regulatory Committee of EASD. Andreas has excellent and longstanding contacts to important Austrian regulators and institutions such as for example the Austrian Takeover Commission, the Austrian Financial Market Authority, the Austrian Competition Authority and the Vienna Stock Exchange.
Prior to joining DORDA, Andreas has practiced law as associate or partner in New York, Germany and Austria inter alia with Skadden Arps and CMS.
For more than a decade, Andreas has been consistently named as a market-leading and highly recommended practitioner by leading industry surveys such as Legal 500, Chambers Europe, Chambers Global, IFLR or JUVE for his expertise in M&A, Private Equity and Capital Markets.
Andreas receives excellent feedback from clients: "Andreas is one of the leading lawyers in Austria." (Chambers Europe, 2020). "Very knowledgeable guy with broad practices and great to work with.” (Chambers Europe, 2020). "Very senior, professional lawyer with comprehensive experience and understanding of clients' needs" (IFLR 1000, 2020). "Andreas is service-oriented, quick to respond and pleasant to work with, not to mention academically strong." (Chambers Europe, 2020). "someone you would definitely consider for high-profile, complex matters. He is certainly one of the star individuals." (Chambers Europe, 2017). "he is very smart and fast in understanding what the real outcome should be, and very good strategically and tactically at getting there – everything a good M&A lawyer should be. He is also a great negotiator." (Chambers Europe, 2015). "has 'an impeccable reputation' and is 'always full up to speed'." (Legal 500, 2015) "one of the Austrian capital markets' heavyweights." (Legal 500, 2017). "you can sleep well if you have a transaction with him. Your clients will be happy." (Chambers Europe, 2016) "very knowledgeable and experienced. An "all-rounder", who 'displays great judgment' and 'excellent client skills'." (Legal 500, 2016). "one of the leading ECM lawyers in Austria. He is incredibly knowledgeable and experienced, and has a very international mindset." (Chambers Europe, 2016). "one of the leading capital markets lawyers. He delivers quality service, is an excellent lawyer and is a go-to guy for the international banks. He is highly experienced and senior but is still approachable and hands on. Simply great to work with" (Chambers Europe, 2015). "exzellentes, auch internationales Kapitalmarktrechts Know-how. Unterstützend und kooperativ" (client) (JUVE 2016/17).
In the areas of M&A, Takeovers and Private Equity as well as Corporate Defense, Andreas has in the past few years advised as lead partner on publicized transactions such as:
- Advising UBS and HSBC on the financing of the public takeover of German based Osram AG by Austrian based ams AG, one of the largest acquisitions of a foreign company by an Austrian purchaser. The financing of this M&A transaction included a EUR 1,65 billion capital increase of ams AG in which DORDA advised the underwriters. (2020)
- Advising San Francisco-based private equity firm Vector Capital on the successful sale of its shares in Emarsys AG to Germany-based SAP SE. Emarsys was at the closing of the transaction a leading cross-channel customer engagement platform provider with 800 employees based in Vienna and with 13 locations, including London, Berlin, Sydney and Budapest, as well as with a US headquarter in Indianapolis. DORDA has continuously represented Vector Capital on various financing and investment rounds since its initial investment into Emarsys in 2015. (2020)
- Advising the internationally active Synlab Group on the sale of its Austrian laboratory division in the environmental and hygiene sector based in Vienna and Linz to the Eurofins Group. (2020)
- Advice to the seller of ZKW Group, a global manufacturer in the automotive lightening sector, in the EUR 1.1 billion sale to the stock exchange listed South Korean companies LG Corporation and LG Electronics. (2018)
- Advice to German car manufacturer Volkswagen on the defense of investor claims filed in Austria in connection with the diesel issue. Successful defense by obtaining six favourable final decisions of the Austrian Supreme Court. (2018)
- Advice to Chinese HNA Group on the successful purchase of a majority interest in Cubic (London) Limited, a company that held an indirect controlling stake in Austrian stock exchange listed C-Quadrat Investment AG and via such company an indirect 9,9 per cent stake in Deutsche Bank. Advice to HNA also in obtaining regulatory approval of the transaction by the Austrian Financial Market Authority (FMA). (2018)
- Advice to BWT Aktiengesellschaft in connection with its delisting process from the Vienna Stock Exchange. (2018)
- Advice to O1 Group Limited ("O1 Group") as winning bidder in acquiring a 16 % stake in CA Immobilien Anlagen AG, a listed company on the Vienna stock exchange, in the course of a structured sales process of UniCredit Bank Austria AG. Advice to O1 Group in a subsequent voluntary public takeover bid to the shareholders of CA Immo to increase its stake in CA Immo in total to 26 %. The total value of the overall transaction (package deal and takeover offer) amounted to approx EUR 470 million.
- Advice to CROMA-PHARMA GmbH on the sale of its ophthalmology and orthopaedics divisions in Western Europe, Asia and North America to Valeant Pharmaceuticals International (Valeant). CROMA’s surgical divisions in Eastern Europe, the Middle East and North Africa had already previously been acquired by Valeant.
- Advice to Frauenthal Group on the sale of a large part of its leaf springs and stabilisers business to TBC Netherlands, an affiliate of HENDRICKSON VENTURES CORPORATION, a company of the US Boler group. The sale comprised Frauenthal Automotive Sales GmbH's leaf springs and stabilisers operations in Austria, France and Romania.
- Advice to Frauenthal Group on the acquisition of all shares in ÖAG AG, a leading Austrian wholesaler of sanitary and heating products. The transaction enabled Frauenthal Holding AG to drive forward the expansion of its division for wholesale sanitary and heating products. Advice also on obtaining merger control approval for the transaction.
- Advice to Chinese SANY Heavy Industries, a company listed at the Shanghai Stock Exchange, on a cross shareholding long term strategic investment with VSE-listed Austrian manufacturer PALFINGER AG. The transaction volume amounted to EUR 220 million, being the largest direct investment of a Chinese group in an Austrian listed company at this time.
- Advice to Frauenthal Group in the sale of its industrial honeycombs division by way of an auction process, structured by DORDA as lead legal advisor, to IBIDEN European Holdings B.V., a Dutch subsidiary of Ibiden Co., Ltd., a Japanese company.
- Advice to WAB Group as the bidder on a mandatory public takeover offer to the shareholders of Vienna Stock Exchange listed BWT AG. The transaction was approved by the Austrian Takeover Commission. The transaction volume amounted to EUR 187 million.
- Counsel to Laakman Holding Limited as owner of the UK and Luxembourg based BCM Group as to the sale of all its shares to C-QUADRAT, an Austrian fund management company listed at the Vienna Stock Exchange.
- Counsel to Frauenthal Holding AG on the acquisition of its VSE-listed treasury shares by way of a voluntary public tender offer. The transaction was approved by the Austrian Takeover Commission.
- Counsel to Frauenthal Holding AG on the acquisition of the Czech pressure vessel manufacturer Worthington Cylinders GmbH.
- Counsel to DENZEL Group and the Schweizer Mobility Genossenschaft regarding the sale of Denzel Mobility CarSharing GmbH, a car-sharing company, to Zipcar Inc.
- Counsel to VSE-listed conwert Immobilien Invest SE and its management regarding the sale of its qualified shareholding to a consortium led by the investment company Petrus Advisers LLP.
- Counsel to KNAPP AG and its management on the sale of its qualified shareholding in KNAPP to and a business alliance agreement with Daifuku Co. Ltd, a Japanese listed company.
- Counsel to conwert Immobilien Invest SE on a public tender offer for shares of ECO Business-Immobilien AG, a VSE-listed business property company, and the clearance of such transaction by the Austrian Takeover Commission; total value: EUR 400 million.
- Counsel to CHRIST WATER TECHNOLOGY AG, a formerly VSE-listed company, in the takeover by Canadian GLV Inc.
- Advice to TMB Tourismus- und Medien Beteiligungs GmbH on building up a controlling 90% plus shareholding in Feratel Media Technologies AG and the subsequent de-listing of Feratel from the VSE and squeeze out of its minority shareholders.
- Advice to conwert Immobilien Invest SE on the acquisition of a real estate portfolio against transfer of own treasury shares with a transaction value of EUR 93 million as well as its management on the simultaneous sale of shares.
In the areas of Equity Capital Markets, Debt Capital Markets and Equity Linked Instruments Andreas has advised corporate clients or investment banks as issuers counsel or underwriters counsel on publicized transactions such as:
- Advising UBS and HSBC as Joint Global Coordinators and six other syndicate banks on the EUR 1.65 billion capital increase of ams AG to partially re-finance the public takeover of German-based Osram AG by Austrian-based ams AG. The transaction was successfully closed in a difficult market environment during the COVID-19 pandemic. (2020)
- Advising UBS and HSBC on the successful Euro 148 million private placement of approximately 3.35 million own shares in ams AG in preparation for its capital increase to finance the public takeover of Frankfurt Stock Exchange listed Osram AG. (2020)
- Counsel to J.P. Morgan and Morgan Stanley, acting as Joint Global Coordinators and Joint Bookrunner, as well as Commerzbank and ING, acting as Co-Lead Managers, on Erste Group's EUR 660 million capital increase. The transaction included an innovative ABB-placement structure.
- Advice to the Joint Global Coordinators Bank of America-Merill Lynch, Mediobanca and UniCredit, as Austrian counsel on the EUR 7.5 billion capital increase by UniCredit S.p.A.
- Advice to Frauenthal Holding AG regarding the successful repurchase of treasury shares by way of a public takeover offer. Frauenthal thereby repurchased approx. 7% of its total share capital.
- Advice to Österreichische Staatsdruckerei Holding AG on its IPO on the VSE.
- Counsel to the Joint Global Coordinators Bank of America-Merrill Lynch, Barclays Capital, Deutsche Bank, J.P. Morgan and UniCredit, on the EUR 750 million capital increase by OMV AG.
- Counsel to Isovoltaic AG on its planned IPO (aborted due to adverse market conditions at pricing).
- Counsel to Intercell AG in the formation of a strategic alliance with GlaxoSmithKline, including an equity investment in Intercell by means of a capital increase with a total transaction value of EUR 117,6 million.
- Advice to the Joint Bookrunners Goldman Sachs und JP Morgan on an EUR 1,74 billion capital increase of Erste Group. Andreas also advised the co-lead managers of this transaction Citi, Credit Suisse and UBS.
- Advice to the Joint Bookrunners on the EUR 1.3 billion IPO of Strabag SE – the largest IPO in Austria at this date.
- Advice to Raiffeisen Centrobank and Deutsche Bank as Joint Global Coordinators on the EUR 1.2 billion capital increase of Raiffeisen International Bank-Holding AG.
- Advice to conwert Immobilien Invest AG on its capital increase with a volume of EUR 410 million. Andreas also advised conwert in total on 8 other capital increases. Total volume of all capital increases: in excess of EUR 1.1 billion.
- Advice to Morgan Stanley and UniCredit as underwriters on the EUR 440 million capital increase of Wienerberger AG.
- Counsel to ECO Business-Immobilien AG as issuer on the public offering of 9.1 million shares of ECO Business-Immobilien AG. Total volume of capital increase: EUR 100 million.
- Counsel to Kapsch TrafficCom AG on its EUR 118 million IPO at the VSE.
- Counsel to Goldman Sachs and JP Morgan who – along with Erste Bank - were acting as Joint Bookrunners and Global Coordinators on the EUR 2.9 billion capital increase of Erste Bank.
- Counsel to ZUMTOBEL on its EUR 603 million IPO at the VSE. Advice to the Joint Global Coordinators, Merrill Lynch International, Erste Bank and Sal. Oppenheim, on the EUR 96 million capital increase of the Austrian biotech company Intercell AG.
- Advice to the Joint Lead Managers and Bookrunners, Bank Austria Creditanstalt AG, Sal. Oppenheim, Raiffeisen Landesbank OÖ and Lehman Brothers International on the EUR 173 million IPO of POLYTEC Holding AG.
- Counsel to Century Casinos on their IPO in Austria by capital increase and listing of Austrian Depositary Certificates („ADCs“) on the Vienna Stock Exchange (in addition to their present listing of shares on NASDAQ). Total volume: EUR 41 million.
- Counsel on the issue of a EUR 65 million corporate bond by conwert Immobilien Invest SE.
- Counsel to Intercell AG in the issue of a EUR 33 million 6% convertible bond with two increase options with a nominal value of EUR 33 million and EUR 16.5 million, respectively.
- Advice to conwert Immobilien Invest SE on its issue of convertible bonds with a nominal value of EUR 135 million.
- Advice to conwert Immobilien Invest AG on its issue of convertible bonds with a nominal value of EUR 196.4 million.
- Advice to Société Générale on the repurchase of convertible bonds of OMV AG.