DLA Piper has advised VIB Vermögen AG (VIB) on its successful merger with BBI Bürgerliches Brauhaus Immobilien Aktiengesellschaft (BBI), a commercial real estate portfolio owner in the consumer-oriented area. This transaction simplifies the group structure, facilitating the implementation of a unified corporate strategy and creating cost synergies. The merger of these companies increases the flexibility and legal certainty. In addition, the discontinuation of BBI’s stock market listing will save operating costs.

In the course of the merger, the shares of BBI’s minority shareholders were transferred in exchange for an appropriate cash consideration (so-called squeeze-out). Prior to the merger, VIB already held approximately 94.88% of BBI’s share capital, making it BBI’s principal shareholder.

On 13 August 2024, BBI’s general meeting resolved to transfer the shares of its minority shareholders to VIB in exchange for an appropriate cash compensation. On 14 August 2024, the general meeting of VIB approved the merger agreement dated 27 June 2024. The merger became effective with the entry in the commercial register of VIB on 7 October 2024. With the merger taking effect, all of BBI’s assets have been transferred to VIB.

VIB Vermögen AG, with headquarters in Neuburg an der Donau, as a medium-sized company has been successfully developing, acquiring and managing commercial real estate for over 30 years. Its focus is on properties in the logistics, light industrial and office asset classes. The shares of VIB have been included into trading on the unregulated open markets of the Munich and Frankfurt stock exchanges since 2005.

The DLA Piper team was co-led by partner Kerstin Schnabel (Corporate, Cologne) and counsel Juliane Poss (Capital Markets, Frankfurt) and also included associate Melissa Sehringer (Corporate, Cologne).