Weidmueller Beteiligungsgesellschaft mbH offered to acquire R. Stahl AG (DB:RSL2) from Stahl and Zaiser family and others for approximately €280 million.
April 10, 2014 at 12:00 am EDT
Share
Weidmueller Beteiligungsgesellschaft mbH offered to acquire R. Stahl AG (DB:RSL2) from Stahl and Zaiser family and others for approximately €280 million on April 10, 2014. Weidmueller Beteiligungsgesellschaft mbH will acquire R. Stahl AG shares at €47.5 per share. The financing of the acquisition is assured by several banks. Post-acquisition, headquarters of R. Stahl AG will remain in Waldenburg. The offer is subject to approval by Federal Financial Supervisory Authority (BaFin), antitrust approval and minimum acceptance threshold of 50% of the voting rights in R. Stahl AG. Weidmüller expects to publish the offer document in mid-May 2014. The offer has been rejected by R. Stahl AG on April 11, 2014. As of April 29, 2014, shareholders of the founding families of R. Stahl informed that more than 50% of the voting capital (excluding the own shares of the company) committed themselves in a written agreement to not to sell their shares to ensure the autonomy. The takeover bid will be carried out on the regulations and conditions contained in the offer documents. The agreements include both the shares held in the family consortium and additional free shares held by pool members, as well as other investments of family shareholders outside of the consortium.
R Stahl, on June 2, 2014, advised its shareholders not to accept the acquisition offer as its management and supervisory boards had decided that the bid was too low and that an acquisition would benefit only Weidmueller. As of June 13, 2014, Weidmueller Beteiligungsgesellschaft increased offer price to €50 per share and extended public offer till July 1, 2014. As of June 13, 2014, Stahl AG still rejected Weidmueller offer as slightly improved offer price still does not reflect real value of shares. Commerbank acted as financial advisor for Weidmueller Beteiligungsgesellschaft. Arndt Stengel and Dirk Brouwers of Clifford Chance acted as legal advisors for Commerbank. Martin Schockenhoff, Christian Cascante, Stephanie Lumpp, Johannes Culmann, Martin Hitzer, Carsten Walter, Fabian Walla, Franziska von Hutten, Lucie von Haller of Gleiss Lutz acted as legal advisors for R. Stahl AG.
R Stahl AG is a Germany-based technology company. It offers a range of products and systems for explosion protection, such as explosion protected switches, pushbuttons and light fittings. Its product portfolio comprises lighting solutions, installation equipment, control stations and control devices, installation equipment and accessories, signaling devices, load discount switches and motor starters, components for system solutions, applications for low voltage systems, isolators, safety batteries, operating and monitoring systems, components for heating systems, camera and surveillance systems, wireless solutions, marine solutions, and software solution Product Environmental Compliance (PEC). It serves customers from the gas and oil industry and the chemical and pharmaceuticals industry, as well as for sewage treatment plants, water conditioning plants and distilleries.
Weidmueller Beteiligungsgesellschaft mbH offered to acquire R. Stahl AG (DB: RSL2) from Stahl and Zaiser family and others for approximately €280 million.
R. STAHL AG 
