PhilippWerner

Partner

(T) + 32.2.645.15.45 (F) + 32.2.645.14.45

Philipp Werner is a competition partner in the Brussels Office where he focuses on German and EU competition and State aid law. He advises clients on competition aspects of M&A transactions and represents clients in merger control procedures. Philipp reviews business practices to help clients find the right balance between business objectives and antitrust requirements in areas such as single-firm conduct, cooperation, and distribution. He also offers compliance programs and training adapted to clients' specific risk profile. He represents clients before the EU and German courts. His clients include companies in the telecom, retail, consumer goods, chemical, infrastructure, and health care sectors.

Philipp has extensive State aid experience, in particular concerning privatization, restructuring, and investment aid. Prior to joining Jones Day, he advised the German State of Mecklenburg-Vorpommern on rescue and restructuring aid for shipyards and ensuing damages litigation. He also successfully defended Flughafen Dortmund and Flughafen Niederrhein in formal State aid investigations by the European Commission. The investigations were closed after seven years in 2014 and all charges against his clients were dropped.

Philipp has been recognized by Who's Who Legal as a global elite "Thought Leader" in competition law. He is editor of EU State Aid Control: Law and Economics (Wolters Kluwer 2017). Philipp is a advisory board member of the Berliner Gesprächskreis für Beihilfenrecht e.V. (Berlin State Aid Roundtable), a member of the Studienvereinigung Kartellrecht e.V., where he is responsible for the Brussels chapter, and the antitrust section of the American Bar Association.

Experience

  • Garmin® acquires Tacx, the leading manufacturer of indoor bike trainersJones Day advised Garmin Ltd. in its acquisition of the Tacx group, a Dutch family business that designs and manufactures high end indoor bike trainers, tools and accessories, as well as indoor training software and applications.
  • Inside Secure acquires Verimatrix for approximately $145 millionJones Day advised Inside Secure in its all cash acquisition of Verimatrix, Inc. for up to approximately $145 million in cash (including a potential earn-out).
  • Wabtec and GE Transportation merge in $11.1 billion transactionJones Day advised Wabtec Corporation in a Reverse Morris Trust merger with GE Transportation, valued at $11.1 billion.
  • Royal Ingredients sells 60 percent interest in company to BayWa AGJones Day advised Royal Ingredients Group B.V. in the acquisition by BayWa AG of a 60 percent interest in Royal Ingredients.
  • UPL acquires Arysta LifeScience from Platform Specialty Products Corporation for $4.2 billionJones Day advised UPL Limited ("UPL"), a leading global generic agrochemical company based in India, in connection with its subsidiary, UPL Corporation Limited’s, US$4.2 billion acquisition and related $3 billion term financing of Arysta Lifescience Inc. (“Arysta”), a global provider of crop protection solutions, including bio-solutions and seed treatment, from NYSE listed Platform Specialty Products Corporation (“Platform”).
  • 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.
  • LaSalle acquires $7 billion Real Estate Multi-Manager business and management of €1.7 billion pan-European fund from Aviva InvestorsJones Day advised Jones Lang Lasalle Incorporated’s subsidiary LaSalle Investment Management on its agreement to acquire the entire Real Estate Multi-Manager (“REMM”) business of Aviva Investors and full ownership of the management of the Encore+ fund (“Encore+”).
  • Consortium of senior creditors provide €700 million to Northwester 2 for development of Belgian offshore wind farmJones Day advised the consortium of senior creditors consisting of Belfius Bank SA/NV, BNP Paribas Fortis SA/NV, Coöperatieve Rabobank U.A., De Volksbank N.V. trading as ASN Bank, ING Belgium SA/NV, KBC Bank NV, Société Générale, Sumitomo Mitsui Banking Corporation, Brussels Branch, Triodos Bank, the European Investment Bank, and EKF Danmarks Eksportkredit, in the financing of Northwester 2's €700 million (US$804.8 million) total required investment for the development and construction of a 218.5 megawatt offshore wind farm to be located approximately 50 kilometers off the Belgian coast.
  • Private shareholders sell Velosophy (Babboe) to Accell GroupJones Day advised private shareholders on the sale of cargo bike specialist Velosophy (Babboe) to Accell Group.
  • Total, NOVA, Borealis form venture for U.S. Gulf Coast projectsJones Day advised Total Petrochemicals & Refining USA, and affiliates of Austria’s Borealis AG and Canada’s NOVA Chemicals (both affiliates of the UAE’s Mubadala Investment Company) in the formation of a joint venture to build a $1.7 billion, 1 million ton per year ethane cracker in Port Arthur, Texas, acquisition of Total’s existing 400,000 ton per year two-line polyethylene plant in Bayport, Texas, and building of a new 625,000 ton per year Borstar PE plant at the Bayport site.
  • SAP acquires Callidus Software Inc.Jones Day advised SAP SE in its acquisition of CallidusCloud, the leader in cloud-based Lead to Money (Quote-to-Cash) solutions.
  • SAP acquires GigyaJones Day advised SAP SE in its acquisition of Gigya, Inc., a market leader for customer identity and access management.
  • Newell Brands sells Winter Sports businesses to Kohlberg & Company for $240 millionJones Day advised Newell Brands Inc. (NYSE: NWL) in the sale of its Winter Sports businesses to private equity firm Kohlberg & Company for $240 million, subject to adjustment.
  • Astellas Pharma acquires Ogeda SA for €800 million (US$852 million)Jones Day advised Astellas Pharma Inc., a Japanese leader in the pharma industry, in its €800 million (US$852 million) acquisition of Ogeda SA, a privately owned Belgian drug discovery company.
  • Materion acquires Heraeus' target materials businessJones Day advised Materion Corporation, a global supplier of highly engineered advanced enabling materials, in its $30 million acquisition of the principal portion of the high-performance target materials business of the Heraeus Group.
  • MEWA SARL successfully defends investigation and litigation related to allegations of infringement of competition rulesJones Day successfully advised and represented MEWA SARL in an investigation by the French competition authority, the Autorité de la Concurrence, and subsequent court litigation, alleging infringement of Article 101 and 102 TFEU and the corresponding provisions of French competition law.
  • Consortium provides €900 million financing for Belgium's largest offshore wind farmJones Day advised a consortium of senior creditors, consisting of ABN AMRO Bank N.V. Belgian Branch; Belfius Bank SA/NV; BNP Paribas Fortis SA/NV; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Coöperatieve Rabobank U.A.; Sumitomo Mitsui Banking Corporation; Sumitomo Mitsui Trust Bank, Limited (London Branch); Société Générale, London Branch; European Investment Bank; and EKF Danmarks Eksportkredit, in connection with the financing of Norther's approximately €1.2 billion total required investment for developing and constructing a 370 megawatt offshore wind farm.
  • Pfeifer & Langen develops antitrust compliance programJones Day is advising Pfeifer & Langen GmbH & Co. KG regarding the design and implementation of its antitrust compliance program.
  • Ravago acquires PentaplastJones Day advised Ravago S.A. on worldwide merger control requirements concerning the acquisition of Pentaplast S.A. in Greece, and coordinated multijurisdictional merger control filings.
  • Wabtec acquires Gerken GroupJones Day advised Wabtec Corporation in its acquisition of Gerken Group SA, a leading manufacturer of specialty carbon and graphite products for rail and other industrial applications.
  • The following represents experience acquired prior to joining Jones Day.

    Advised one of the world's largest ICT (information and communications technology) companies in a complex contractual competition law matter for an international high-volume bidding project involving various European countries.

    Represented a chemical company in merger control proceedings before the EU Commission as well as on multijurisdictional filings.

    Represented several regional airports in European Commission state aid investigations concerning the financing of infrastructure investments, incentive programs, and fee structure.

    Represented SIGNA in merger control proceedings before the German Federal cartel office in relation to the proposed acquisition of the Karstadt retail operations and real estate.

    Represented CBRE in merger control proceedings before the German Federal cartel office regarding the proposed acquisitions of Valteq and Preuss GmbH.

    Advised a German state on rescue aid for an industrial company valued at €150 million.

    Represented a French subsidiary of a German group in proceedings before the French competition authority and subsequently before the Paris Cour d'Appel and the French Cour de Cassation.

    Represented a multinational company in an appeal against the European Commission's state aid decision against the German fiscal carry-forward of losses clause.

    Advised a multinational company in the automotive industry on multijurisdictional merger filings and representation in merger proceedings.

    Advised a leading German telecommunications company in cooperation and licensing agreements with a competitor.

    Represented a third party in support of the European Commission against Slovak Post concerning the Commission's decision finding that the Slovak postal law concerning hybrid mail infringes Articles 102 and 106 TFEU.

    Advised several incumbent European railway companies on their cooperation in the fields of single-wagon load and high-speed passenger transport and their subsequent representation before the European Commission.

    Advised a leading automobile manufacturer on state aid regarding the privatization of a state-owned company in Romania (involving a €1 billion investment).

    Additional Publications

    • April 2019
      Brexit And M&A: The Final Round, The M&A Lawyer
    • February 2019
      The German Facebook Case – Towards an Increasing Symbiosis Between Competition and Data Protection Laws?, Competition Policy International
    • March 2018
      Commission Expansionism in EU Merger Control – Fact and Fiction, Journal of European Competition Law & Practice, Volume 9, Issue 3
    • December 2017
      The NOx Case - Still Trying to Fit in a System, in Caroline Buts/José Luis Buendía Sierra (eds), Milestones in State Aid Case Law, Berlin 2017 (reprinted in EStAL 1/2018, 101-109)
    • December 2017
      European General Court Rules (Again) on Mandatory Access and Interoperability in Software Industry, Cyberspace Lawyer, Vol 22 Issue 11
    • May 2017
      Pay-for-delay-Agreements: Why the EU Should Judge them by their Effects, Oxford University Press, Journal of European Competition Law & Practice (JECLAP) 2017
    • 2017
      Kartellrecht, in Sagasser/Bula/Brünger, Umwandlungen, 5. Auflage 2017 (Chapter on competition Law in: Sagasser/Bula/Brünger, Handbook of Corporate Conversion, 5th ed. 2017)
    • December 2016
      Kartellrecht, in Sagasser/Bula/Brünger, Umwandlungen, 5. Auflage 2017 (Chapter on competition Law in: Sagasser/Bula/Brünger, Handbook of Corporate Conversion, 5th ed. 2017)
    • February 2016
      Kartellrecht, in Sagasser/Bula/Brünger, Umwandlungen, 5. Auflage 2017 (Chapter on competition Law in: Sagasser/Bula/Brünger, Handbook of Corporate Conversion, 5th ed. 2017)

    Speaking Engagements

    • November 8-9, 2018
      Annual Conference on European State Aid Law, chair, Academy of European Law
    • April 27, 2018
      Österreichischer Beihilfetag, Bindungswirkung der Eröffnungsentscheidung für nationale Gerichte
    • March 16, 2018
      Second Annual Competition Conference, Developments in EU State Aid Law
    • February 28, 2018
      Antitrust and Data Portability Rights, EMEA Conferences: GDPR and Antitrust
    • November 16-17, 2017
      Seminar on State Aid Law - Basic and Advanced Concepts
    • November 9-10, 2017
      Recent Developments on EU State Aid: Procedures, enforcement, monitoring and transparency
    • May 18 - 19, 2017
      State Aid Proceedings and Litigation
    • February 1, 2017
      State aid and ports, Competition Law in the Transport Sector
    • November 10-11, 2016
      Recent Developments on EU State Aid: Procedures, Enforcement, Monitoring and Transparency
    • November 9, 2016
      Jones Day Global Life Sciences Conference – 2016 Issues & Trends
    • November 4, 2016
      State Aid in the Aviation Sector, European Air Law Association – 28th Annual Conference
    • February 22, 2016
      Taxation and European Union State Aid Law: The European Commission's Investigation Into Whether Certain Tax Rulings Constitute State Aid
    • February 2-4, 2016
      Hong Kong Competition Tribunal Workshop
    • January 27-28, 2016
      Competition Law Challenges in the Transport Sector
    • December 2015
      Spoke on the topic of infrastructure aid, European State Aid Law Institute's Autumn Conference on European State Aid Law 2015
    • September 1, 2015
      Antitrust and State Aid Presentation to University of Hohenheim’s Aviation MBA Program
    • July 3, 2015
      Action for Annulment of EU Decision to Open a Formal State Aid Investigation, Berlin State Aid Roundtable
    • June 19, 2015
      Enforcement of EU Competition Law at National Level, AIJA/IBA
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