Noerr advises CECONOMY on agreement with Convergenta to simplify MediaMarktSaturn’s corporate structure

With a team headed by Dusseldorf-based partners Harald Selzner and Martin Neuhaus Noerr has advised CECONOMY AG on its agreement with Convergenta Invest GmbH to reorganise the shareholder structure of Media-Saturn-Holding GmbH.

According to the agreement, CECONOMY is to take over the 21.62% share which Convergenta, an investment company of the Kellerhals family, holds in MediaMarktSaturn. In return, Convergenta is to receive up to 29.9% of the shares in CECONOMY, thus becoming its largest shareholder.

With this simplified corporate structure, which also improves processes and reconciles the interests of all shareholders, MediaMarktSaturn will become an (indirect) wholly-owned subsidiary of CECONOMY. In particular, the transaction will make use of CECONOMY’s tax loss carry-forwards, which amount to around €1.2 billion each for corporate income tax and trade tax.

CECONOMY intends to finance the consideration for the transaction through a mixture of newly issued ordinary shares and convertible bonds and a limited amount of cash. Subject to the shareholders’ approval at the annual general meeting on 17 February 2021, the transaction is expected to close at the earliest by the end of March 2021.

Advisors to CECONOMY AG: Noerr LLP

Dr Harald Selzner, Dr Martin Neuhaus (joint team lead, both Corporate/M&A, Dusseldorf), Dr Laurenz Wieneke, Dr Julian Schulze De la Cruz (both Capital Markets, Frankfurt), Dr Ingo Theusinger (Capital Markets, Dusseldorf), Dr Dominik Kloka (Capital Markets, Frankfurt), Dr Martin Haisch (Tax, Frankfurt), Dr Elmar Bindl (Tax, Munich), Gerrit Henze (Corporate/M&A, Dusseldorf), Dr Philip Schmoll, Thomas Thies (both Capital Markets, Frankfurt), Florian Döpking, Maximilian Tonner (both Corporate/M&A, Dusseldorf)