VTG Aktiengesellschaft (WKN: VTG999), one of Europe’s leading wagon hire and rail logistics companies, has gained a new major shareholder. Morgan Stanley Infrastructure has communicated that it will hold 29% of the company’s share capital and will thereby become the company’s largest shareholder. Andreas Goer, founder of AAE (Ahaus-Alstätter Eisenbahn), which was acquired by VTG AG in 2015, sold all of his shares at a price of EUR 29.00 per share.
“I am very pleased to have Morgan Stanley Infrastructure as a strong investor with broad experience in infrastructure investments,” noted Dr. Heiko Fischer, Chairman of the Executive Board of VTG Aktiengesellschaft, commenting on this development.
Morgan Stanley Infrastructure informed VTG AG that there is currently no intention to acquire 30% or more of VTG AG.
The closing of the share purchase agreement is subject to the approval by the cartel authorities.
Morgan Stanley Infrastructure’s share purchase will make it VTG’s largest shareholder, before Kühne Holding AG, which owns 20% of the company’s shares. A further 10% are held by the Hamburg-based Joachim Herz Stiftung.
Interview with Dr. Andreas Helbing of ADB Altorfer Duss & Beilstein AG:
Please tell me about your involvement in the deal?
As long-standing Swiss tax advisors of the seller, Mr. Andreas Goer, ADB took care of the Swiss tax aspects of the transaction. Allen & Overy, Germany, namely partner Dr. Hans-Christoph Ihrig, advised on the German legal and tax aspects.
Why is this a good deal for all involved?
The transaction allowed Mr. Andreas Goer to sell his entire shareholding in VTG at a price of EUR 29.00 per share to Morgan Stanley Infrastructure. This share purchase – which is subject to the clearance by the cartel authorities – will make Morgan Stanley Infrastructure VTG’s largest shareholder, before Kühne Holding AG, which owns 20% of the company’s shares. A further 10% are held by the Hamburg-based Joachim Herz Stiftung.
What challenges arose? How did you navigate them?
The sale of substantial shareholdings by Swiss tax resident individuals requires careful planning in order to reach a tax-efficient result. In the case at hand, such planning cleared the way for the transaction to be concluded.
ADB stands for Altorfer Duss & Beilstein and is based in Zurich, Switzerland (www.adbtax.ch). The firm was founded as a partnership in 1954 and transformed into a corporation in 2005. ADB is one of the leading tax law firms in Switzerland, offering national and international clients comprehensive consultancy focusing on Swiss and international tax law and bordering areas of Swiss business law.
Dr. Andreas Helbing focuses on corporate tax law consultancy for groups and SMEs. He advises in particular on the special issues arising in cross-border situations. In addition, Andreas advises private clients who, due to complex financial circumstances, have particular tax-related consultancy needs. Andreas also acts as a representative in tax litigation cases.