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Lutz Zimmer

Partner

Partner

Corporate Transactions, Mergers and Acquisitions and Private Equity

Munich

T: +49.89.244.495.131

F: 49.89.244.495.330

lutz.zimmer@skadden.com

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Dr. Lutz Zimmer advises national and international clients on compliance and governance matters as well as internal investigations and in domestic and cross-border M&A transactions, joint ventures, takeovers and MBOs. His clients include private equity funds, banks and industrial companies.

Representative clients or matters with respect to compliance and governance matters include:

  • a German chemicals firm in its internal investigation regarding presumed violations of antitrust and tax laws;
  • a German chemicals firm in its investigation regarding breaches of anti-corruption laws alleged by a customer, and the defense against related claims;
  • a German DAX company in connection with an internal investigation relating to allegations by the SEC/DOJ;
  • a German logistics company in its investigation of presumed breaches of sanctions and antitrust laws and the responsibility of members of the management;
  • a German food packaging company with regard to compliance matters;
  • DaimlerChrysler AG in relation to SEC investigations into the alleged infringement of the Foreign Corrupt Practices Act; and
  • HypoVereinsbank/UniCredit Bank AG, a member of the UniCredit group, in a compliance investigation in connection with ‘cum/ex’ transactions, and the pursuit of claims against management members.

Representative clients with respect to corporate transactions include:

  • a private equity fund as majority investor in connection with a negotiation/dispute with the management as minority investor about a contemplated recapitalization and later exit;
  • Arcelor SA in its defense against an unsolicited US$22.8 billion bid from Mittal Steel NV;
  • Capital Equipment Resources LLC, a portfolio company of Atlas Holdings LLC, in its acquisition of several shot blast wheel manufacturers in Europe including WG Technology S.r.l. (also known as Pangborn Europe), Vogel & Schemmann Maschinen GmbH and Berger Strahltechnik GmbH from Wheelabrator Group, an industrial equipment manufacturer. Capital Equipment merged these manufacturers with its subsidiary, Pangborn Corporation, an industrial equipment manufacturer;
  • Continental AG, a manufacturer of automotive parts, in the €265 million sale of its cooling fan and electric motor drive business to Brose Fahrzeugteile GmbH & Co. KG, a manufacturer of automobile parts. All three companies are based in Germany;
  • Daimler AG in:

    • its US$250 million acquisition of a 10 percent stake in Kamaz Inc., a truck manufacturer, from Troika Dialog, an investment bank;
    • the US$125 million acquisition of an additional 5 percent stake in Kamaz Inc. The acquisition increased Daimler’s total interest in Kamaz to 15 percent; and
    • connection with its disposal of Daimler dealerships throughout Germany;
  • Deutsche Bank AG and Goldman, Sachs & Co. as joint global coordinators in the US$1.1 billion initial public offering of shares by GAGFAH S.A. (a portfolio company of global alternative asset management firm Fortress Investment Group LLC), a manager of residential properties in Germany;
  • eCircle AG and its shareholders in connection with the sale of all shares in eCircle AG to TA Associates, Inc. in 2010 and to Teradata Inc. in 2012;
  • Equistone Partners Europe GmbH (formerly known as Barclays Private Equity), a private equity firm, in its acquisition and sale of Siteco Beteiligungsverwaltungs GmbH, Fahrzeugelektrik Pirna, Etimex Holdings GmbH, Schneider Versand Holding GmbH and Ratioform Verpackungsmittel GmbH, and its acquisition of Konrad Hornschuch Group as well as Caseking GmbH;
  • Evonik Industries AG, a chemical producer, in the:

    • divestiture of all shares of Ruetgers Chemicals GmbH, a producer of tar chemicals, to Triton Beteiligungsberatung GmbH, a private equity firm; and
    • US$731 million sale of DBT GmbH to Bucyrus International, Inc.;
  • FiberMark, Inc., a portfolio company of private equity firm Silver Point Capital, L.P., in the US$218 million sale of its German subsidiaries to Neenah Paper, Inc. via a leveraged buyout. Neenah Paper and FiberMark manufacture and distribute paper products;
  • Fresenius SE & Co. KGaA, a health care company in Germany, in connection with:

    • various contemplated acquisitions outside of Germany; and
    • the sale of Fresenius Biotech GmbH to the Fuhrer family, owners of Neopharm Ltd., a pharmaceutical company;
  • Fresenius Kabi AG in its contemplated joint venture with Sistema JSFC and Zenitko Finance Management LLC to combine Fresenius’ Russian business with CJSC Binnopharm. Both Fresenius and Binnopharm are health care companies;
  • funds managed by Apax Partners Worldwide LLP in their acquisition of a majority stake in IFCO Systems N.V. from the Schoeller family and in the €920 million sale to Brambles Limited. IFCO Systems and Brambles are both logistics companies;
  • Halder Beteiligungsberatung GmbH, a private equity and venture capital firm, in:

    • the acquisition and subsequent sale of a majority stake in BHS Getriebe GmbH, a manufacturer of turbo transmissions and parts for automobiles and industrial equipment, to Voith Turbo (a unit of Voith AG), a manufacturer of industrial equipment; and
    • its acquisition of the Klingel Group, a manufacturer of industrial equipment, and Amoena Medizin-Orthopädie-Technik GmbH, a manufacturer of prostheses and personal care products for women;
  • Hillenbrand, Inc. in its US$108 million acquisition of ABEL GmbH & Co. KG from Roper Technologies, Inc.;
  • management of HSE24, a television shopping channel, in connection with HSE24’s sale by AXA Private Equity to funds advised by Providence Equity Partners LLC and in their re-investment in the company. This transaction was named 2013 “Private Equity Deal of the Year” by IFLR;
  • IAC/InterActiveCorp, an owner of Internet shopping websites, in its US$270 million sale of Home Shopping Europe GmbH & Co. KG, an Internet retailer in Germany, and its affiliated television station HSE24, an operator of a home shopping television network, to KarstadtQuelle AG, an owner of retail stores and a provider of travel, real estate and financial services in Germany;
  • Konrad Hornschuch AG in its acquisition of The O’Sullivan Group in the U.S. and the related management participation;
  • M+W Dental Group in its acquisition of Prodent International d.o.o., a distributor of dental products in Slovenia, through PPM Capital’s holding company, and its acquisition of Dentamed, a distributor of dental equipment in the Czech Republic;
  • Nextech Venture Ltd. in the sale of a majority stake in GANYMED Pharmaceuticals AG, a biopharmaceutical company, to ATS Beteiligungsverwaltung GmbH, a private equity firm;
  • Oaktree GmbH, the German division of private equity firm Oaktree Capital Management, LLC, in its establishment of a joint venture with Ströer Out-of-Home Media AG, an outdoor advertising company. The joint venture, Ströer Media International GmbH, will provide outdoor advertising services in Eastern and Central Europe and Asia;
  • Outokumpu Oyj in its €2.8 billion acquisition of the Inoxum business unit from ThyssenKrupp AG. The combined entity is a global leader in stainless steel manufacturing. This transaction was named “M&A Deal of the Year” for 2012 at the 2013 IFLR European Awards;
  • Silverfleet Capital (formerly PPM Capital) in the acquisition and sale of Jost Group, BST Berger Safety Textiles Group and M+W Dental Group;
  • SSD Sport Service Deutschland AG (SSD AG) in the acquisition of a majority interest in Frankfurt Lions “Die Löwen” Eishockey GmbH;
  • Tele Columbus Group, a cable services provider, in its successful restructuring by means of a debt transfer and debt-for-equity swap implemented via several schemes of arrangement under Part 26 of the English Companies Act 2006 between four of the German operating companies within the Tele Columbus Group and the Group’s senior, second lien and mezzanine lenders. The restructuring reduced the Tele Columbus Group’s debt from approximately €1 billion to €626 million; and
  • Telegraaf Media Group in the sale of its interest in SBS Broadcasting and purchase of a minority stake in ProSiebenSat.1 Media AG. The transaction was valued at €3 billion.

Dr. Zimmer regularly gives presentations on German corporate law and compliance topics.

Dr. Zimmer is named as a “leading individual” by Chambers Global and Chambers Europe. He also is included in Best Lawyers International 2015: Germany for private equity and mergers and acquisitions, and is recommended for private equity in JUVE Wirtschaftskanzleien.

Bar Admissions

Munich

Education

Dr. jur., University of Munich, 1997

University of Mainz, Germany, 1990

LL.M., University of Texas at Austin, 1993

Languages

German

English

Publications

"Know Your Target - Compliance Due Diligence in M&A Transactions"

International Comparative Legal Guide to: Private Equity 2016

"New German Delisting Rules Aim to Protect Investors"

Skadden's 2016 Insights - Capital Markets

View All ›

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