Noerr advises RIB Software SE on squeeze-out under stock corporation law

Noerr has advised RIB Software SE on the squeeze-out of its minority shareholders in exchange for an adequate cash consideration (so-called squeeze-out under stock corporation law). RIB Software SE is based in Stuttgart and was listed in the Prime Standard segment of the Frankfurt Stock Exchange. The Company, which has more than 2,700 employees in more than 25 countries, designs, develops and sells digital technologies for building contractors and projects in many different industries around the world.

The squeeze-out procedure was initiated by majority shareholder Schneider Electric Investment AG in July 2021. The measure was approved by a shareholder vote with an approval rate of 99% of the share capital represented in the extraordinary virtual shareholders' meeting of November 3, 2021 and became effective upon its registration in the commercial register on December 14, 2021. Schneider Electric Investment AG is an indirect, 100% subsidiary of Schneider Electric SE.

The transaction involved a team of lawyers around Noerr partners Stephan Schulz (Hamburg) and Laurenz Wieneke (Frankfurt am Main). An unusual feature of the transaction and one of the focus points of Noerr’s advice was the fact that RIB Software SE had in the past issued stock options to executives employed at the Company’s offices around the globe which had to be compensated by Schneider Electric Investment AG within the context of the squeeze-out.

Counsel to RIB Software SE: Noerr Partnerschaftgesellschaft mbB

Dr. Stephan Schulz (Hamburg), Dr. Laurenz Wieneke (Frankfurt) (joint lead), Dominique Stütz (Frankfurt) (all stock corporation and capital markets law)

Associates: Juri Stremel, Dr. Jan Hoffmann Linhard (both Hamburg), Sebastian de Schmidt (Frankfurt) (all stock corporation and capital markets law)