Fellner Wratzfeld & Partners has advised Casinos Austria Aktiengesellschaft on taking aboard Novomatic AG.
According to FWP, "more than one year after adopting the basic resolution, the general meeting of shareholders of Casinos Austria Aktiengesellschaft granted the necessary final approval of the transfer of 17.2% of the shares of Casinos Austria Aktiengesellschaft to Novomatic AG. MTB Privatstiftung now has the go-ahead for transferring its 17.2% share package to Novomatic AG, after more than a year following the consent given by the general meeting of shareholders of Casinos Austria Aktiengesellschaft in principle, yet subject to several conditions. The relevant approval was adopted by the shareholders at an extraordinary general meeting held on 14 December 2016. Prior to this, the numerous conditions imposed by the general meeting of shareholders in 2015 had to be dealt with and a dispute between bidders had to be resolved."
At sales revenues of EUR 3.6 billion, Casinos Austria and Oesterreichische Lotterien Group generated an operating income of EUR 100.45 million in the 2015 business year. This is up 45 percent from the previous year’s figure and represents the best result in the company’s 50-year history.
"Achieving this important intermediate objective was made possible by the excellent cooperation among all parties involved in the transaction and their advisors," commented FWP Partner Markus Fellner, who led the firm's team on the deal. "With a tight regulatory framework in numerous countries, a challenging shareholder structure and the existing competition between the companies involved, the transaction was an extra challenge."
The acquisition proceeds despite the Cartel Court’s negative first-instance ruling in merger control proceedings, which is currently under appeal and being reviewed by the Austrian Supreme Court, as, at 17.2%, it is below the threshold relevant under Austrian merger control law. As a precautionary measure taken in this respect, the indirect shareholding of Novomatic AG in Oesterreichische Lotterien Gesellschaft m.b.H. was reduced to half its current size.
Speaking on the subject, FWP anti-trust expert Lukas Flener commented that "the proceedings under merger control law have been particularly challenging as regards advising the target and continue to be so. Although these proceedings are conducted autonomously by the acquiring party it still had to be ensured that the target can maintain its business secrets without being cut off from any information as the outcome of the proceedings has a material effect on the target."
In addition to Fellner and Flener, the FWP team included Attorney-at-law Irena Gogl-Hassanin.