Shearman And Sterling

News December 17, 2014

Shearman & Sterling Advises DBAG on Acquisition of Pfaudler Process Solutions

Shearman & Sterling is advising Deutsche Beteiligungs AG (DBAG) and funds advised by DBAG on the acquisition of Pfaudler Process Solutions Group (Pfaudler), a part of National Oilwell Varco, Inc. (NOV). The transaction is still subject to merger clearance and is expected to be completed quickly.

Headquartered in Schwetzingen, Pfaudler operates a global business with approximately $200 million of annual sales and 1,450 employees manufacturing in facilities around the world (Germany, Italy, the UK, the US, Brazil, China and India). Pfaudler produces glass-lined containers and components for the chemical and pharmaceutical industry, including after-sales services as well as complete engineered systems based on its own products.

DBAG is a listed private equity investor with a focus on well-positioned industrial companies of the German Mittelstand and is currently managing assets of approximately €1.3 billion.

A special challenge of the transaction was the complexity of Pfaudler's structure, with subsidiaries in more than 10 jurisdictions. Shearman & Sterling advised DBAG with a multi-jurisdictional and multi-disciplinary team on all aspects of the acquisition and the financing of the transaction with various financing components. In India, where the acquisition triggers the requirement to make a public offer to the minority shareholders of a listed Pfaudler subsidiary, Khaitan & Co is acting as co-counsel.

The Shearman & Sterling team was headed by Frankfurt partners Thomas König (Mergers & Acquisitions) and Esther Jansen (Finance) and included partners Anthony Ward (London/Frankfurt-Finance), James Tallon (New York-Litigation), John Cannon (New York-Executive Compensation & Employee Benefits), and Lee Edwards (Beijing-Mergers & Acquisitions); counsel Mehran Massih (London-Real Estate/Environmental), Simon Little (London-Mergers & Acquisitions), Simon Letherman (London-Tax), Gabrielle Wong (London-Finance), Sam Whitaker (London-Executive Compensation & Employee Benefits), Jordan Altman (New York-Intellectual Property Transactions), Valerio Fontanesi (Milan-Finance), and Mathias Stöcker (Frankfurt-Antitrust); and associates Aliresa Fatemi, Carsten Bernauer, Peter Breschendorf, Annalena Farr (all Frankfurt-Corporate/Mergers & Acquisitions), Odilo Wallner, Maria Iorno (both Frankfurt-Finance), Sophie Rees (London-Mergers & Acquisitions), Vieri Parigi (Milan-Finance) and Astrid Mayer (Frankfurt-Tax).