KPMG Law advises Agroinvest Plus AG on cross-border merger to establish Agrarinvest SE in Liechtenstein
KPMG Law advised Agroinvest Plus AG on the cross-border merger to establish AGRARINVEST SE, Liechtenstein, on all issues of German law including the SE Regulation, managed the project and coordinated with all parties involved.
The merger was carried out as a so-called down-stream merger with the wholly owned Liechtenstein subsidiary Agrarinvest AG in accordance with the provisions of the SE Regulation. The absorbing company now operates under the name AGRARINVEST SE.
The advice included project management as well as the entire corporate law – in particular conversion law and stock corporation law – as well as labor law and tax law (by KPMG) support of the transaction, including the preparation and execution of the Annual General Meeting and the representation of the company in the release procedure to overcome actions for rescission by minority shareholders. The subject of the consultation was also the implementation of the European employee involvement procedure required under the provisions of the SE Regulation, which also covered the employees working in Hungary and Romania. KPMG Law also assisted in the implementation of the merger and the settlement of cash compensation payments to minority shareholders.
Agroinvest Plus AG was created in 2016 from, among others, Agrarinvest Romania AG, which was formerly listed on the open market of the stock exchanges in Frankfurt am Main and Düsseldorf, and is the parent company of the Agroinvest Plus Group, an agricultural group operating mainly in Romania. Major shareholders of Agroinvest Plus AG are located in Switzerland and Liechtenstein.
Legal Advisors:
KPMG Law Rechtsanwaltsgesellschaft mbH
Peter Lamers (Partner, Corporate Law, Essen, Lead Partner)
Jan Erik Schapmann (Senior Manager, Corporate/M&A, Düsseldorf, Lead Partner)
Christian Kleemann (Manager, Corporate Law/M&A, Bielefeld)
Dr. Ulrich Keunecke (Partner), Andrea Bruns (Senior Manager, both Corporate Law, Leipzig, Lead Partner Annual General Meeting)
Anna Reimann (Senior Manager, Corporate Law, Munich, Annual General Meeting)
Dr. Stefan Middendorf (Partner, Labor Law, Düsseldorf)
Lena Czapula (Manager, Labor Law, Freiburg)
Gasser Partner, Liechtenstein (Liechtenstein law)
Thomas Nigg (Partner, Lead), Johannes Sander (Senior Associate), Domenik Vogt (Associate, all Corporate, Valduz, Liechtenstein)
Tax Advisors:
KPMG AG Auditing Company
Michael Diehl (Partner), Ann-Kristin Husmann (Manager, both International Corporate Tax, Essen)
