Hengeler Mueller advises METRO on demerger

24. July 2017

METRO AG has divided itself into two independent listed entities by way of spin-off. Since the demerger came into effect with the entry into the commercial register on 12 July 2017, the Wholesale and Food Specialist group formerly operated by the sales divisions of METRO Cash & Carry and Real is led by METRO Wholesale & Food Specialist AG (prospectively METRO AG). The Consumer Electronics business will remain within METRO AG (prospectively CECONOMY). The METRO Wholesale & Food Specialist AG shares granted to the METRO AG shareholders in return are since traded on the Regulated Market of the Frankfurt Stock Exchange in the Prime Standard segment and at Luxembourg Stock Exchange.

Hengeler Mueller comprehensively advised METRO AG on all legal aspects of the demerger. The advice included the design and implementation of the transaction structure, in particular the drafting of the entire demerger documentation, the implementation of the carve-out, the preparation und support of the General Meeting of METRO AG, the representation of METRO AG in the approval procedure before the Düsseldorf Higher Regional Court and the other disputes with shareholders in the context of the demerger as well as the comprehensive advice on the listing of METRO Wholesale & Food Specialist AG.

The Hengeler Mueller team specifically included within the following practice areas:

Corporate and Corporate Litigation:

Partners: Andreas Austmann, Carsten Schapmann (both lead partners overall mandate), Martin Ulbrich; counsel: Manuela Roeding; associates: Dominik Heß, Katharina Hesse, Richard Suermann, Gianna Velte (all Düsseldorf)

Capital Markets:

Partner: Dirk Busch, Reinhold Ernst (both Düsseldorf); counsel: Cecila Di Ció (Frankfurt); associates: Oda Goetzke, Caspar Haarmann (both Düsseldorf)


Partner: Hendrik Bockenheimer; associate: Sonnhild Draack (both Frankfurt)


Partner: Ralph Defren; associates: Till Hiemenz-Müller, Henning Hilke (all Frankfurt)


Partner: Matthias Scheifele (Frankfurt)

Public Law:

Partner: Dirk Uwer; associate: Henning Voß (both Düsseldorf)


Partner: Christoph Stadler; associate: Philipp Neideck (both Düsseldorf)


Partner: Wolfgang Kellenter; counsel: Andrea Schlaffge, Patrick Wilkening (all Düsseldorf)