DORDA partners Martin Brodey (Corporate / M&A) and Heinrich Kühnert
(Anti-trust Law) together with the German law firm Gleiss Lutz advised
the Austrian company Miba, a leading strategic partner of the
international engine and automotive industry, on the joint venture with
the German metal processor Zollern. The joint venture, which involved a
merger in the engine bearing sector, had a challenging start. At the
beginning of the year, the German Federal Cartel Office prohibited the
merger of the plain bearings divisions of both companies. However, this
summer, the German Federal Minister of Economics and Energy, Peter
Altmaier, granted ministerial approval, which cleared the way for the
establishment of the joint venture. The German Minister justified the
permission with the importance for the energy turnaround and the
achievement of environmental policy goals. Based on the ministerial
approval, the transaction was successfully completed at the end of
September. The joint venture has been operating under Miba's industrial
leadership since October 1, 2019.
Miba holds 74.9 percent of the joint venture and contributes its five
engine bearings production sites, Zollern one engine bearing plant and
two industrial bearing plants. Through the integration of Zollern's
three engine bearing plants, the Miba Group grows to twelve production
sites worldwide in Europe, the USA, Brazil and China.
The aim of the new company is to expand further solutions for the use
of renewable energies, such as new engine bearing technologies for wind
energy, by bundling expertise in research and development.
Martin Brodey on the successful conclusion: "We are pleased to have
been able to support Miba in this important transaction. At the end of a
long road to implementation, the project is a forward-looking joint
venture. Not only will the participating companies, but also the markets
benefit from the innovation made possible by the joint venture".
Heinrich Kühnert on the ministerial approval: "It was already
anticipated in advance that things would not be easy in Germany.
Therefore, anti-trust law experts were involved in the planning at an
early stage. The route to the Economics Minister for permission has
proven to be an excellent strategy. In Austria, we were able to show
that the transaction would have no impact on competition, and thus
obtain the anti-trust approval relatively quickly."
On Miba's side, Martin Brodey played a leading role in the
contractual aspects of the joint venture. Heinrich Kühnert was
responsible for anti-trust advice in the Austrian merger control
proceedings.