05 May 2015 I Deals and Cases

Combination of Dorma and Kaba

Dorma Holding GmbH + Co. KGaA, a family-owned company headquartered in Ennepetal (Germany), and Kaba Holding AG, a Swiss company listed on the SIX Swiss Exchange headquartered in Rümlang, plan to merge to become the dorma+kaba group as one of the global top 3 companies in the security and access solutions market. A corresponding transaction agreement was signed on 29 April 2015. The combination is subject to approval by the shareholders. The completion of the transaction is envisaged for the third quarter of 2015. Upon completion of the merger, Kaba Holding will contribute its operational business into today's Dorma Holding, where the operational business will be merged, and will receive a 52.5 percent controlling stake thereof. Accordingly, the owners of the Dorma group will hold a stake of 47.5 percent in the combined business. The family shareholders of Dorma and Kaba, who will jointly hold 27.3 percent of the SIX-listed Swiss dorma+kaba Holding, have signed a long-term pool agreement as a strong anchor shareholder group.

Bär & Karrer acts as Swiss legal counsel to the owners of the Dorma group, with Heuking Kühn Lüer Wojtek as the legal counsel in German law. The Bär & Karrer team includes Dieter Dubs, Fabienne Frehner and Christian Moser (all M&A). The Heuking Kühn Lüer Wojtek team includes Hans Gummert, Götz Karrer, Marion Sangen-Emden and Florian Brombach.