Cases & Deals

Mahle GmbH acquires Amafilter from ABN Amro

Client(s) Mahle GmbH

Jones Day advised a wholly owned subsidiary of MAHLE GmbH in connection with the acquisition of Amafilter Group Holding B.V. from ABN Amro.

The MAHLE Group is one of the 30 largest companies in the automotive supply industry worldwide. The acquisition was made for MAHLE's division Industrial Filtration which develops, manufactures and sells filter systems, equipment and accessories for fluid engineering, de-dusting equipment and systems, as well as automatic filter systems from coarse filtration to the absolute filtration of fluids and pastes. Amafilter Group Holding B.V. is the parent of the Amafilter group of companies ("Amafilter"), which offer a complete range of products, services and support for filtration and separation technologies on a global basis, in particular for the food and beverage, water, chemical, pharmaceuticals, oil and gas, cosmetics and power generation industries.

Jones Day served as MAHLE's primary counsel in the transaction. The multijurisdictional acquisition involved subsidiaries and branches in twelve countries throughout Europe, America and Asia. Jones Day was able to provide legal advice at first hand regarding most of these countries and drew on local firms with which Jones Day has long standing relationships for countries where Jones Day does not have offices. This enabled Jones Day to provide seamless advice to MAHLE.

In addition to negotiating the principal transaction agreements, Jones Day provided critical legal due diligence, obtained German merger clearance and served as international pre-merger notification filing coordinator. The transaction also involved the repayment of Amafilter's existing bank debt at completion including the release of the respective collateral and Jones Day provided legal advice in this respect as well.

A rather unusual challenge was to deal with the Dutch works council consultation requirements, which provide that a Dutch company having a works council may not be sold without the works council having given its approval. Although it is often a pure formality to obtain the approval, the fact that no deal may be signed prior to the approval on the one hand and that the parties do not want to inform the works council without having agreed on a deal on the other hand requires parties to agree on some kind of pre-agreement or letter of intent. The challenge here was to define the level of bindingness of such pre-agreement and until what point in time the sellers were allowed to make disclosures against the representations and warranties contained in the purchase agreement and under what circumstances MAHLE would have been entitled to walk away from the deal.

The global scope of the Amafilter acquisition showcased again Jones Day's ability to provide timely and critical legal services across numerous jurisdictions worldwide and the outstanding range and depth of knowledge that resides in the Firm.