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Freshfields advises Supervisory Board of Rocket Internet on public delisting self-tender offer

The international law firm Freshfields Bruckhaus Deringer advises the Supervisory Board of MDAX-listed Rocket Internet SE on the submission of a public delisting self-tender offer for all shares in the company, the convening of an extraordinary general meeting and a parallel share buy-back program. The total value of the transactions amounts to around 1.5 billion euros.

Rocket Internet creates and develops innovative business models and invests in complementary technology companies worldwide. In the past, there had only been one other, but only small-volume, delisting self-tender offer in Germany.

The purpose of the delisting self-tender offer is to satisfy the requirements for the revocation of the admission to trading of the Rocket Internet shares on the regulated market of the Frankfurt Stock Exchange and to offer shareholders the opportunity to sell their shares to the company at the statutory minimum price of presumably EUR 18.57 prior to the effectiveness of the delisting. The existing admission to trading of the Rocket Internet shares on the Luxembourg Stock Exchange shall also be revoked. Rocket Internet has entered into a qualified non-tender agreement with Global Founders GmbH and Oliver Samwer, who hold approx. 45.1 percent and approx. 4.5 percent of the company’s share capital, respectively (each accompanied by a blocked account agreement), so that the Rocket Internet shares held by both will not be acquired under the self-tender delisting offer.

A virtual extraordinary general meeting is to be held on 24 September 2020 to resolve on the redemption of the acquired Rocket Internet shares for the purpose of a capital decrease. Rocket Internet has also decided to implement a share buy-back program to acquire up to approx. 8.84 percent of the share capital over the stock exchange.

Freshfields advises the supervisory board of Rocket Internet on all aspects of corporate and capital market law, in particular on the structuring of the transaction under stock corporation and public takeover law, comprehensive documentation, capital market communication and in connection with the public takeover law proceedings.

The Freshfields team comprises partner Christoph H. Seibt, principal associate Neda von Rimon as well as associates Christopher Danwerth and Karsten Krumm (all corporate and capital markets law).

The Freshfields team was led by: