Combination of AAE Ahaus Alstätter Eisenbahn Holding and VTG Aktiengesellschaft

On September 29, 2014, Andreas Goer, the sole shareholder of AAE Ahaus Alstätter Eisenbahn Holding AG, Baar, Switzerland (AAE), and VTG Aktiengesellschaft (WKN: VTG999), Hamburg, Germany (VTG), entered into a definitive agreement regarding the acquisition by VTG of all shares of AAE for a consideration consisting in cash, a shareholder loan and new VTG shares to be created by way of a capital increase against contribution in kind. As a result of the transaction, Andreas Goer will become a major shareholder of VTG with a shareholding of approximately 26% (on a diluted basis) of all VTG shares. The combination of VTG, one of the leading wagon hire and logistics companies in Europe, and AAE, a leading rental company for combined transport services, will result in the largest private wagon hire provider in Europe, with a fleet consisting of around 80,000 wagons. Closing of the transaction is subject to antitrust clearance by the competent European competition authorities and other conditions usual for this type of transaction.

Lenz & Staehelin advises the seller Andreas Goer in this transaction. The team includes Partners Hans-Jakob Diem and Matthias Wolf (Lead, Corporate), Counsel Christoph Reinhardt (Corporate), Partners Marcel Tranchet (Banking and Finance) and Pascal Hinny (Tax) as well as associates Nicolas Bonassi, Patrik Leisi and Christian Kunz (all Corporate), Roland Fischer and Pascal Genoud (both Banking and Finance) and Stefan Brandner (Tax). Allen & Overy (Hans-Christoph Ihrig and Hans Diekmann) are advising Andreas Goer as to German law.