Noerr advises CECONOMY on the issue and admission of new shares from a capital increase against contribution in kind and the issue of convertible bonds

Led by a cross-office team around Dusseldorf partners Harald Selzner and Martin Neuhaus and Frankfurt partner Julian Schulze De la Cruz, Noerr advised CECONOMY AG ("CECONOMY") on the issue and admission of new shares and the issue of convertible bonds.

The total of 125,800,000 new shares of CECONOMY originate from a capital increase against contribution in kind, which was resolved by the Extraordinary General Meeting of the company on 12 April 2022. The capital increase serves to implement the reorganization of the shareholdings in Media-Saturn-Holding GmbH ("MSH") agreed with Convergenta Invest GmbH ("Convergenta") - an investment company of the Kellerhals family - in the course of which CECONOMY will become the sole shareholder of MSH and Convergenta will become CECONOMY's largest shareholder with a share of up to 29.9%.

In addition to the new shares and a cash payment of EUR 130 million, Convergenta will also receive convertible bonds in a total nominal amount of EUR 151 million as part of the transaction, for the possible conversion of which a ‘Conditional Capital 2022/I’ has been created, under which up to 35,000,000 additional new shares in CECONOMY could be issued.

The new shares from the capital increase against contributions in kind and from the Conditional Capital 2022/I were admitted to trading on the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) and on the regulated market of the Dusseldorf Stock Exchange on 9 June 2022. The admission was based on a securities prospectus which was approved by the German Federal Financial Supervisory Authority (BaFin) on 7 June 2022. The convertible bonds will be included in trading on the Regulated Unofficial Market (Freiverkehr) of the Frankfurt Stock Exchange.

CECONOMY AG, headquartered in Dusseldorf, is an international retail group. With more than 1,000 electronics stores (stationary and online) in thirteen countries, the company is a leading European platform for concepts and brands in the consumer electronics sector, which includes the well-known brands MediaMarkt and Saturn in particular. In the 2020/2021 financial year, CECONOMY generated consolidated sales of around EUR 21,361 million and adjusted EBIT of EUR 237 million.

Noerr had already comprehensively advised CECONOMY with a cross-location team led by Harald Selzner and Martin Neuhaus on the agreement with Convergenta.

CECONOMY supported the transaction with a team from its own legal department led by Anna-Karina Bonacker (general counsel/head of Group Corporate Legal), which also included Christoph Kramer, LL.M. (Cambridge) (head of Group Corporate Law), Marius Lampen (head of Corporate Legal Affairs) and Roman Stenzel (general counsel / vice president Legal Affairs at MediaMarktSaturn).

Advisors to CECONOMY AG: Noerr Partnerschaftsgesellschaft mbB

Lead
Harald Selzner, Martin Neuhaus (both partners, Corporate/M&A, Dusseldorf)
Julian Schulze De la Cruz (partner, Capital Markets Law, Frankfurt)

Capital Markets Law
Laurenz Wieneke (partner), Dominik Kloka, Philip Schmoll (both associated partners), Jens M. Göb, Thomas Thies, Dirk Buken (senior associates, all Frankfurt)

Corporate/M&A
Gerrit Henze (associated partner), David Funken, Florian Döpking, Martin Dopychai (senior associates), Meret Pettirsch (associate, all Dusseldorf)

Litigation
Philipp Göz (partner, Munich)

Tax
Martin Haisch (partner, Frankfurt), Elmar Bindl (partner, Munich)