Noerr advises team SE on acquisition of majority interest in Hauptgenossenschaft Nord AG

With a team led by our Hamburg-based associated partner Jörg-Peter Kraack, Noerr has advised team SE, Flensburg, on its acquisition of the majority interest in Hauptgenossenschaft Nord AG, whose registered office is located in Kiel (HaGe Kiel).

The merger of team SE and HaGe Kiel will create one of the largest companies headquartered in the German state of Schleswig-Holstein: it comprises the business areas of agriculture, construction and energy and offers farmers a comprehensive range of products and services.

The acquisition will be implemented by way of a capital increase against contribution in kind excluding subscription rights, which was resolved at team SE’s annual general meeting on 29 June 2022. To this end, Team SE will issue around 3.3 million new shares worth approximately €324 million and in return will receive shares in HaGe Kiel amounting to 85.85 per cent; these shares will be contributed by the Danish company DLG as the majority shareholder of team SE and by the Swedish company Lantmännen.

Given the continuing consolidation in the agricultural industry as well as in the construction and energy sectors, the transaction is intended to bring the business operations of team SE and HaGe Kiel, the two strong pillars of the DLG Group in Germany, closer together, including Lantmännen as a new investor. The transaction is still subject to clearance by the competition authorities.

With a turnover of €2.6 billion and a workforce of more than 3,200, team SE was one of the market leaders in the construction and energy industries and among the largest employers in northern Germany in 2021.

With a turnover of €2.5 billion and more than 1,000 employees, HaGe Kiel is one of the largest agricultural trading companies in Germany.

In future, the Group will employ almost 4,900 people and is expected to generate a turnover of around €5.1 billion per year and earnings before interest and taxes (EBIT) of around €90 million.

The legal advice provided by Noerr’s Hamburg team included structuring the transaction under stock corporation law and providing strategic advice to the management board and supervisory board on the transaction and its implementation, including the annual general meeting. Apart from this, Noerr’s lawyers also advised the client on employment law and competition and antitrust issues.

Mike Redmann (head of legal) handled the transaction for team SE.

Advisors to team SE: Noerr Partnerschaftsgesellschaft mbB

Team lead: Jörg-Peter Kraack (associated partner, Corporate, Hamburg)

Corporate/M&A
Stephan Schulz (partner), Jan Hoffmann Linhard (senior associate, Hamburg)

Employment & Pensions
Wolfgang Wittek (associated partner, Hamburg)

Antitrust & Competition
Till Steinvorth (partner, Hamburg)