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DORDA advises Miba on joint venture with Zollern

Tuesday, 12 November 2019

DORDA partners Martin Brodey (Corporate / M&A) and Heinrich Kühnert (Anti-trust Law) together with the German law firm Gleiss Lutz advised the Austrian company Miba, a leading strategic partner of the international engine and automotive industry, on the joint venture with the German metal processor Zollern. The joint venture, which involved a merger in the engine bearing sector, had a challenging start. At the beginning of the year, the German Federal Cartel Office prohibited the merger of the plain bearings divisions of both companies. However, this summer, the German Federal Minister of Economics and Energy, Peter Altmaier, granted ministerial approval, which cleared the way for the establishment of the joint venture. The German Minister justified the permission with the importance for the energy turnaround and the achievement of environmental policy goals. Based on the ministerial approval, the transaction was successfully completed at the end of September. The joint venture has been operating under Miba's industrial leadership since October 1, 2019.

Miba holds 74.9 percent of the joint venture and contributes its five engine bearings production sites, Zollern one engine bearing plant and two industrial bearing plants. Through the integration of Zollern's three engine bearing plants, the Miba Group grows to twelve production sites worldwide in Europe, the USA, Brazil and China.

The aim of the new company is to expand further solutions for the use of renewable energies, such as new engine bearing technologies for wind energy, by bundling expertise in research and development.

Martin Brodey on the successful conclusion: "We are pleased to have been able to support Miba in this important transaction. At the end of a long road to implementation, the project is a forward-looking joint venture. Not only will the participating companies, but also the markets benefit from the innovation made possible by the joint venture".

Heinrich Kühnert on the ministerial approval: "It was already anticipated in advance that things would not be easy in Germany. Therefore, anti-trust law experts were involved in the planning at an early stage. The route to the Economics Minister for permission has proven to be an excellent strategy. In Austria, we were able to show that the transaction would have no impact on competition, and thus obtain the anti-trust approval relatively quickly."

On Miba's side, Martin Brodey played a leading role in the contractual aspects of the joint venture. Heinrich Kühnert was responsible for anti-trust advice in the Austrian merger control proceedings.

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