Luxury automotive manufacturer Dr. Ing. h.c. F. Porsche AG (Porsche AG) offered 113,875,000 preferred shares, including over-allotments, all from the holdings of parent, Volkswagen AG, in a blockbuster international initial public offering.
The offering priced on September 28, 2022 at €82.50 per share, resulting in offering proceeds for Volkswagen AG of approximately €9.4 billion and an estimated equity value for Porsche AG’s entire share capital of around €78 billion. The preferred shares began trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange on September 29, 2022.
In connection with the IPO, international law firm Clifford Chance advised BofA Securities, Citi, Goldman Sachs and J.P. Morgan as Joint Global Coordinators, BNP PARIBAS, Deutsche Bank and Morgan Stanley as Senior Joint Bookrunners, Banco Santander, Barclays, Société Générale and UniCredit as Joint Bookrunners, COMMERZBANK, Crédit Agricole CIB, Mizuho and Landesbank Baden-Württemberg as Co-Lead Managers.
The landmark IPO featured an offering across multiple jurisdictions, with a public offering in each of Germany, Austria, Switzerland, France, Italy and Spain, and an international offering to institutional investors in designated jurisdictions across the globe. Alongside being one of Germany’s largest ever IPOs, the Porsche offering marks the first time IPO shares were publicly offered to retail investors across six European jurisdictions in parallel.
The cross-jurisdictional Clifford Chance team was led by capital markets partner Dr. George Hacket (Frankfurt). The core Global Financial Markets team comprised counsel Dr. Axel Wittmann (Munich/Frankfurt), senior associates Andrei Manea (Frankfurt) and Sarah Steece (London), associates Maks Mencin (Frankfurt) and Lucy Liu (Munich) and law clerk Brian Chen (London). Partner Dr. Markus Stephanblome (Frankfurt)advised on German corporate law matters and partner Dr. Thomas Voland (Düsseldorf)advised on ESG matters.
In addition, Global Financial Markets colleagues throughout our international network advised on complex aspects of the securities law and retail offering elements in multiple European jurisdictions, and comprised partner Aline Cardin (Paris), counsel Stefano Parrocchetti (Milan), and partner Yolanda Azanza and associate Francisco Pizarro (both Madrid). Furthermore, partner Jack Hardman and associate Massimiliano Valli (both Dubai) advised on and coordinated securities law advice in various jurisdictions in the middle east. Advice was also provided on tax matters by partner Avrohom Gelber and associate Wei Bin Tan (both New York) as to US tax, and partner Olaf Mertgen and senior associate Dr. Nadine Schader (both Frankfurt) as to German tax.
Linklaters advises Volkswagen AG and Porsche AG on Porsche AG’s IPO and the share purchase agreement with Porsche Automobil Holding SE.
The Linklaters team advising was led by Dr Ralph Wollburg (Partner, Corporate/M&A, Düsseldorf), Achim Kirchfeld (Partner, Corporate/M&A, Düsseldorf), Dr Marco G. Carbonare (Partner, Corporate/M&A, Frankfurt), Dr Alexander Schlee (Partner, Capital Markets, Frankfurt), Carsten Rauch (Counsel, Capital Markets, Frankfurt), Dr Andreas Zenner (Managing Associate, Corporate/M&A, Düsseldorf) and Dr Julius Raapke (Managing Associate, Corporate/M&A, Düsseldorf).
Further Linklaters offices involved were
- France (Paris): Bertrand Sénéchal (Partner), Madelna Koyassambia (Associate)
- Italy (Milan): Ugo Orsini (Partner), Francesco Pasello (Managing Associate)
- Spain (Madrid): Iñigo Berricano (Partner), Borja Oñoro (Managing Associate)
