International law firm Clifford Chance has advised Italy-based listed aerospace, defence and security enterprise Leonardo S.p.A. on an agreement with Square Lux Holding II S.à r.l., a portfolio company controlled by funds advised by financial investor KKR, to purchase a 25.1% stake in Germany-based listed defence and security specialist HENSOLDT AG for a cash consideration of approx. EUR 606 million or EUR 23 per share.
As a result of the stake purchase, Leonardo will become the largest shareholder of HENSOLDT, alongside German development bank Kreditanstalt für Wiederaufbau (KfW) which is 80% owned by the Federal Republic of Germany. KfW agreed to acquire a 25.1% stake in HENSOLDT in March 2021.
The closing of the transaction remains subject to customary conditions, including regulatory clearances in Germany and a number of other countries, and is expected to take place at the end of 2021.
The Clifford Chance team advising Leonardo on this transaction was led by partner Thomas Krecek (Frankfurt) and comprised partner Anselm Raddatz, counsel Dominik Heß (both Düsseldorf), senior associate Sina Schwirz and associate Katharina Feraric (both Munich) (all Corporate M&A); for capital markets matters partner Philipp Klöckner (Frankfurt); and for FDI and merger control matters partner Marc Besen, counsel Dimitri Slobodenjuk and senior associates Ulrich Pfeffer, Johannes Lüer and Arne Gayk (all Düsseldorf). The team also included partner Giuseppe De Palma (Finance) acting in the Milan office, as well as legal advisors from Clifford Chance offices London, Washington, Barcelona and Sydney.