Hengeler Mueller advises VTG on acquisition of railcar provider AAE

30. September 2014

VTG Aktiengesellschaft, one of the leading wagon hire and logistics companies in Europe, acquires the wagon hire company AAE, Ahaus Alstätter Eisenbahn Holding AG. This merger enables VTG to strengthen its position as the largest private wagon hire company in Europe, with a fleet consisting of around 80,000 wagons.

The acquisition is to be financed by way of VTG shares, a cash component and a subordinated vendor loan note with equity characteristics. The VTG shares shall be issued in the form of a capital increase in kind. Andreas Goer, the owner of AAE, subscribes for approximately 7.4 million new shares and thereby acquires approximately 26% of the increased share capital of VTG. The vendor loan note amounts to approximately EUR 230 m and the cash component is EUR 15 m. On meeting certain conditions for adjustments, VTG will pay up to approximately EUR 3 m of additional compensation. VTG intends to issue – in the context of the transaction – a hybrid bond in the amount of at least EUR 230 m.

AAE is based in Baar, Switzerland. In the group around 135 employees generated a turnover of more than EUR 200 m in 2013 and an EBITDA of almost EUR 150 m. As of 31 December 2013, the net indebtedness of the enterprise was EUR 890 m. Subject to clearance by the competent antitrust authorities and by the lenders of AAE, the transaction is expected to be completed in the first half of 2015.

Hengeler Mueller is advising VTG on the transaction in an integrated team together with the law firms Bär & Karrer (Switzerland), Glatzova (Slovakia), Alrud (Russia), Elvinger, Hoss & Prussen (Luxembourg). The Hengeler Mueller team was led by partner Daniela Favoccia (Corporate/M&A) and includes partners Wolfgang Groß (Corporate/Equity Capital Markets), Joachim Rosengarten (Corporate/M&A), Alexander Rang (Capital Markets), Johannes Tieves (Finance) and Thomas Kraft (Tax) as well as associates Thomas Lang (Corporate/M&A), Heiko Gotsche (Corporate/M&A), Christin Posdziech (Corporate/M&A), Maximilian Clostermeyer (Capital Markets), Steffen Hörner (Tax) and Daniela Böning (Finance) (all Frankfurt).