Dr. KarstenMüller-Eising

Of Counsel

(T) + 49.69.9726.3939

Dr. Karsten Müller-Eising is a distinguished equity capital markets lawyer, who has acted as the lead lawyer on a multitude of completed M&A and ECM deals for more than 25 years. His practice focuses on mergers and acquisitions, initial public offerings (IPOs), capital raisings, public takeovers, other equity and equity-linked transactions, refinancings, and restructurings. He advises international corporations, investors, and investment banks on capital markets, corporate, and stock corporation law, including corporate governance and regulatory issues. Karsten has a particular knowledge of the life sciences and the financial industries sectors. He also acts a civil law notary primarily on corporate matters.

Recent representative transactions include the voluntary public tender offer for all shares of GfK SE by KKR; the IPO of capsensixx; the representation of Phenomen Ventures in connection with the $1.1 billion IPO of Delivery Hero; and the German Federal Agency for Financial Market Stabilization, which manages the German Financial Market Stabilization Fund (SoFFin), in connection with the €2.5 billion (US$3.2 billion) rights offering of Commerzbank. Prior to joining Jones Day, Karsten worked on a number of landmark transactions, including the first mandatory convertible bond ever in Germany (Daimler Benz); the listing of DaimlerChrysler after its transatlantic merger; and the split of Depfa into two listed entities, an Irish bank and Aareal Bank. During the financial crisis in 2008 and 2009, he advised the German Ministry of Finance and the SoFFin on a series of transactions stabilizing Commerzbank, Germany's second-largest bank.

Karsten is a member of the German-American Law Association (DAJV) and the Association for Corporate Law (VGR — Gesellschaftsrechtliche Vereinigung).

Experience

  • Panalpina and DSV join forces by way of CHF 4.6 billion (US$4.6 billion) public exchange of stockJones Day advised Panalpina Welttransport (Holding) AG, Basel, Switzerland, one of the world's leading freight forwarders, with respect to German, EU, and U.S. securities law aspects and foreign direct investment filings in connection with the combination with DSV A/S, Hedhusene, Denmark, by way of a CHF 4.6 billion (US$4.6 billion) public exchange offer of DSV to all Panalpina shareholders to tender their Panalpina shares (listed at SIX Swiss Exchange) against DSV shares (listed at NASDAQ Copenhagen).
  • Trafigura acquires majority stake in Nyrstar operating businessJones Day advised Trafigura Group Pte. Ltd. (“Trafigura”), a market leader in the global commodities industry, in connection with its acquisition of a majority stake in the operating business of Nyrstar, a multi-billion dollar global metals business.
  • SAP acquires Qualtrics for $8 billionJones Day advised SAP in its $8 billion acquisition of Qualtrics International Inc., the global pioneer in the experience management software category.
  • Abiomed invests in ProtembisJones Day advised Abiomed, Inc., a U.S. listed medtech company, in connection with its purchase of Series A Preferred Stock in a private placement by Protembis GmbH, a medical device start-up company based in Aachen, Germany.
  • Celonis raises capital in $50 million Series B roundJones Day represented Celonis SE, a leading process mining company, in connection with its issuance of $50 million of Series B Stock in a private placement to Accel and 83North.
  • Compagnie Plastic Omnium acquires 33.3 percent in HBPO joint venture and increases its overall stake to 66.6 percentJones Day advised Compagnie Plastic Omnium in the acquisition of 33.3 percent of the shares in HBPO Group held by Mahle GmbH for an enterprise value of €350 million (US$431 million).
  • capsensixx completes IPO of Common Shares in Germany and LuxembourgJones Day advised capsensixx AG as issuer's counsel in its initial public offering of Common Shares in Germany and Luxembourg with a concurrent private placement in certain jurisdictions outside of the U.S. and subsequent listing of the entire share capital on the Prime Standard of the Frankfurt Stock Exchange.
  • Phenomen Ventures participates in $350 million IPO of HelloFreshJones Day represented Phenomen Ventures in connection with the $350 million initial public offering of HelloFresh SE, a leading global platform for meal kit services.
  • Phenomen Ventures participates in $1.1 billion IPO of Delivery HeroJones Day represented Phenomen Ventures in connection with the $1.1 billion initial public offering of Delivery Hero, a leading global online food ordering and delivery marketplace.
  • Voluntary public tender offer for all shares of GfK SE by KKR and shareholder agreement between KKR and GfK Verein resulting in joint shareholding of more than 95 percent in GfK SEJones Day advised GfK SE in connection with a voluntary public tender offer by Acceleratio Capital N.V., a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (together with affiliates, "KKR") and a shareholder agreement between KKR and GfK Verein, GfK SE's majority shareholder.
  • Celonis raises capital in $27.5 million Series A roundJones Day represented Celonis GmbH, a leading process mining company, in connection with its issuance of $27.5 million of Series A Stock in a private placement to Accel and 83North.
  • Newell Rubbermaid issues $8 billion in Senior Notes offeringJones Day represented Newell Rubbermaid Inc., a global marketer of consumer and commercial products, in connection with its public offering of $8 billion aggregate principal amount of Senior Notes.
  • BNP Paribas acquires certain assets and liabilities from RBS relating to its structured retail investor products and equity derivatives businessJones Day advised BNP Paribas on its acquisition of certain assets and liabilities from Royal Bank of Scotland PLC relating to the structured retail investor products and equity derivatives businesses.
  • elumeo completes €43 million IPO and subsequent listing on Frankfurt Stock ExchangeJones Day advised elumeo SE, a leading European online retailer of high-quality gemstone jewelry, as issuer, in connection with its initial public offering with Reg S private placement outside of the U.S and subsequent listing on the Frankfurt Stock Exchange.
  • Orad Hi-Tec Systems acquired by Avid Technology, Inc.Jones Day advised Orad Hi-Tec Systems Ltd. with respect to German capital market aspects regarding its Frankfurt Prime Standard listing in relation to the acquisition of Orad Hi-Tec Systems Ltd. by Avid Technology, Inc.
  • Abiomed acquires ECP Entwicklungsgesellschaft mbHJones Day advised Abiomed, Inc., a leading provider of breakthrough heart support technologies, in its acquisition of ECP Entwicklungsgesellschaft mbH, a medical device company that is developing a product that is a percutaneous, expandable catheter pump.
  • Entrepreneurs Fund Management sells FutureEJones Day advised Entrepreneurs Fund Management LLP and co-shareholders in the stock for stock sale of FutureE Fuel Cell Solutions GmbH to Heliocentris Energy Solutions AG.
  • Kingsbridge Finance acquires minority interest in new Kunert FashionJones Day advised Kingsbridge Finance in the insolvency of Kunert AG, the German listed hosiery company.
  • German Federal Agency for Financial Market Stabilization completes €2.5 billion (US$3.2 billion) rights offering of CommerzbankJones Day advised the German Federal Agency for Financial Market Stabilization, which manages the German Financial Market Stabilization Fund ("SoFFin"), in connection with the €2.5 billion (US$3.2 billion) rights offering of Commerzbank, Germany's second-largest bank.
  • Beta Systems Software completes €8.6 million rights offeringJones Day provided advice to Beta Systems Software AG, a provider of sophisticated infrastructure software, in connection with its €8.6 million (US$10.7 million) rights offering.
  • Speaking Engagements

    • February 11, 2016
      Jones Day Breakfast: The German Securities Trading Act’s new clothes – Market abuse regime and other changes from the law amending financial market regulations due to European legal acts (FimanoG) (Des WpHG’s neue Kleider – Marktmissbrauchsrecht und weitere Änderungen durch das FimanoG)
    • May 4, 2015
      JDialog: How to Cross the Atlantic – U.S./German M&A
    • October 6, 2014
      BioM-Forum: IPO in the US - a reality
    • May 19, 2014
      JDialog: Aktuelles im Übernahme- und Prospektrecht (Recent Developments in German Takeover and Prospectus Law)
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