16 October 2013 I Deals and Cases

ALSO Holding AG and Actebis GmbH to Merge

On 13 January 2011 it was announced, that Actebis GmbH ("Actebis") and the publicly listed ALSO Holding AG ("ALSO") are to combine their businesses, subject to approval of the ALSO shareholders at the extraordinary shareholders' meeting of 8 February 2011. The new company, ALSO-Actebis Holding AG, will be domiciled in Hergiswil, Switzerland. With a turnover of around CHF 10 billion, ALSO-Actebis will be Europe's third-largest distribution and logistics company for information and communications technology and consumer electronics. Special Distribution Holding GmbH ("SDH"), a subsidiary of Droege International Group AG, Düsseldorf/Germany ("Droege") and Schindler Holding AG, the main shareholders of Actebis and ALSO respectively, signed the merger contract on 12 January 2011. Furthermore the parties have signed a shareholders' agreement which defines their interest in ALSO-Actebis and its Corporate Governance.

Bär & Karrer acted as Swiss legal advisor to SDH and Droege in this transaction. The Bär & Karrer team included Thomas U. Reutter, Christoph Neeracher, Sten E. D. Rasmussen and David Barst.