White & Case (working with Bondoc si Asociatii in Bucharest) and CMS have advised US-listed The Greenbrier Companies, Inc. and Romania-based Astra Rail Management GmbH, respectively, on a joint venture entered into by the two.
According to a White & Case press release, "Greenbrier and Astra Rail are merging their operational units in Poland, Romania, Slovakia, and Germany into newly-formed company Greenbrier-Astra Rail, combining the manufacturing, engineering, and sale of railcars as well as extensive service capabilities to strengthen and expand the business in Europe, the Gulf Cooperation Council nations and Eurasia."
The joint venture will be registered in the Netherlands, operate six production and repair facilities in Poland and Romania, and employ nearly 4,000 people across Europe. After completion of the transaction, which is subject to the approval of the competition authorities of certain EU states, Greenbrier will hold an approximate 75% interest in Greenbrier-Astra Rail and Astra Rail will hold approximately 25 percent.
Greenbrier, headquartered in Lake Oswego, Oregon, in the United States, supplies transportation equipment and services to the railroad industry. Greenbrier has a lease fleet of more than 8,900 freight railcars and provides management services for more than 264,000 freight railcars.
Astra Rail, headquartered in Munich with three production facilities in Romania, develops and manufactures modern freight railcars and bogies. Along with production, maintenance, and repair, Astra Rail offers services for the development and inspection of railcars. In 2012, German investor Thomas Manns acquired all shares in Astra Rail.
The White & Case team advising on the transaction was led by Frankfurt-based Partner Markus Hauptmann and included Frankfurt-based Partner Bodo Bender, Hamburg-based Local Partners Matthias Kiesewetter and Justus Herrlinger, Frankfurt-based Local Partner Carola Glasauer, Warsaw-based Counsel Jakub Gubanski, and Associates Jochen Hoerth (Frankfurt), Lars Petersen (Hamburg), Iwo Malobecki and Jacek Polewski (both Warsaw), and Peter Hodal and Barbora Hrabcakova (both Bratislava).
The CMS team advising Astra Rail in Germany was led by by Partners Klaus Jager and Marcus Wuntke and included Partner Kai Neuhaus, Counsel Marcus Fischer, and Associate Stephan Weling. The CMS team in the Netherlands consisted of Partner Mark Ziekmans and Eduard Scheenstra and Associates Herman van Aerts and Gieneke van Nierop. The CMS Poland team consisted of Counsel Blazej Zagorski, Senior Associates Julita Mazurkiewicz and Katarzyne Koszel, Associates Grzegorz Paczek, Milosz Tomasik, and Maciej Andrzejewski, and Trainee Barbara Kostyra-Gornik.
Editor’s Note: After this article was published Maravela & Asociatii informed CEE Legal Matters that it had advised Astra Rail on Romanian aspects of its merger with Greenbrier. The firm’s team was led by Managing Partner Gelu Maravela, Co-Managing Partner Alina Popescu, and Managing Associate Mihai Buciuman.
