Merging to form a large corporation: Heuking Kühn Lüer Wojtek advises Dorma on merger with Kaba
The general shareholders’ meeting of Zurich-based Kaba Holding AG (Kaba) today approved the merger with Dorma Holding GmbH + Co. KGaA, Ennepetal (Dorma). From the companies’ perspective, the path has therefore been cleared for the merger of the Swiss holding company with the German family-owned firm to become a global top 3 player in security and access solutions. In the future, the companies will bundle their forces in the group operating as "dorma + kaba." A team led by Dr. Götz G. Karrer and Marion Sang-Emden, both partners of the commercial law firm of Heuking Kühn Lüer Wojtek, advises Dorma on the merger. The merger is subject to the approval of the antitrust authorities.
The newly formed dorma + kaba group will employ 16,000 in 53 countries. The transaction is expected to be closed by the third quarter of 2015.
As SIX-listed dorma + kaba umbrella holding company, Kaba will hold 52.5 percent while the family owners of Dorma (Family Mankel/Brecht-Bergen) will directly hold 47.5 percent in the future joint holding of Dorma and Kaba based in Ennepetal. The family owners of Dorma increased their involvement by acquiring a stake of 9.1 percent in Kaba and thus forms the principal shareholders of the umbrella holding together with family shareholders of Kaba. Taking into account the acquired Kaba shares, the family owners of Dorma will thus participate economically in the group at more than 50 percent.
Dr. Hans Gummert, member of the Dorma Supervisory Board and Partner at Heuking Kühn Lüer Wojtek, had initated the merger with the Kaba CEO, Riet Cadonau. Together with the two Dorma shareholders Christine Mankel and Stephanie Brecht-Bergen, Kaba’s general shareholders’ meeting now elected Dr. Hans Gummert to also be a member of the Administrative Board of the future dorma + Kaba Holding AG.
Dorma offers access solutions and services and is a global leader in automatic, glass fitting, and door controls. With manufacturing and distribution facilities in over 50 countries, Dorma generated sales of around one billion euros last year. Kaba was established in 1862 and generated revenue in excess of one billion Swiss francs last year. The company is a global leader in access control, data acquisition, and key systems.
Counsel to Dorma
Heuking Kühn Lüer Wojtek:
Dr. Götz G. Karrer,
Marion Sangen-Emden (both Lead),
Dr. Rainer Velte,
Beatrice Stange (both Antitrust), all Düsseldorf
Fabian G. Gaffron (Tax), Hamburg
Dr. Florian Brombach (M&A),
Miriam Schäfer (Capital Markets),
Dr. Hannah B. Gesing (Corporate), all Düsseldorf