Sector Capability Statement NOERR AUTOMOTIVE & NEW MOBILITY GROUP 1
AN INDUSTRY UNDER TRANSFORMATION The automobile and petroleum were to the 20th century the catalysts for profound change in industry and society in general. The automotive industry not only transformed the way we live our lives by introducing mobility to the masses, but also introduced new management concepts and process innovation implementation. Today, the industry faces massive changes and trends such as new value chain structures, rising potential of the BRIC markets and environmental consciousness become decisive competitive factors. As the industry enters the 21st century it is clear that something has to change. The global automotive industry is undergoing a fundamental transformation due to increasing consumer preferences toward vehicles with a lower carbon footprint. Governments through-out the world have responded to these market forces and other geo-political factors by imposing stringent environmental regulations on original equipment manufacturers (OEMs) for emissions control and fuel economy. The automotive industry s quest to limit its impact on the environment and transform automotive mobility into a sustainable mode of transportation gains more and more momentum. Parallel to this, many OEMs and their suppliers are in a seemingly never-ending struggle to survive, as the industry battles chronic overcapacity and price wars. Noerr s representation of major players in the automotive industry extends back several decades and continues into the present. The formation of our Automotive & New Mobility Group reflects that long-standing experience, drawing together veteran lawyers from across the firm who have worked on the acquisitions, international expansions, litigations, and restructurings that have shaped the industry. Our Group assists manufacturers, suppliers and distributors at every stage of the automotive industry value chain in a full array of corporate and commercial matters, including joint ventures, restructurings, financings, Greenfield investments and distribution. Our antitrust and litigation lawyers advise automotive clients on applicable antitrust and trade laws and cover all aspects of product liability, including risk prevention and risk management, product recalls, compliance, and the defence of multijurisdictional claims. We also provide comprehendsive expertise in environmental, labour and IP law, and assist our clients on new challenges such as the development of alternative drive technologies and smart traffic management, to adapt to the realities of the new mobility age. Our teams consist of highly talented individuals, whose industry and consulting experience guarantees that we can generate tangible value for our clients. Numerous successful projects in the past decade have made us a leading player in the automotive consulting arena. 2
NOERR AUTOMOTIVE & NEW MOBILITY GROUP Our Strengths Industry knowledge based on decades of providing legal and tax advice to automotive manufacturers and suppliers and also advice on financing and management issues via our management consulting firm Noerr Consulting AG Our 13-strong Automotive & New Mobility Group advises well-known vehicle manufacturers and importers as well as suppliers specifically on the legal and financial conditions of the sectors together with partner offices from our network LEX MUNDI in more than 100 jurisdictions coordinated from a single source worldwide. We advise DAX 30 automotive companies in strategic corporate and tax matters as well as on international dispute resolution. Moreover, as one of the first law firms we advised automotive companies in establishing comprehensive, sector-specific compliance systems. Noerr is regarded an industry-focussed market leader, e. g. for product liability and distribution, by leading legal directories such as Chambers & Partners, JUVE, Legal 500 and PLC s Which lawyer?. Advising international companies, including several DAX 30 companies, on strategic investments in Germany, Central and Eastern Europe and Russia; and establishment of production and distribution and tax optimisation Greenfield, Brownfield, M&A, joint ventures Leading practices for automotive distribution systems, product liability and product recalls Specialised team for developments in the area of new mobility, including electro-mobility Expertise in special situations including refinancing and restructuring in the automotive industry Ranked a Tier One Distribution Practice by JUVE 2012 Ranked a Tier One Product Liability Practice by JUVE 2012 Ranked a Tier One M&A Practice by Legal 500 2011 3
Focus of Advice Distribution systems: establishment and structuring of distribution systems including supplier relationships Distribution contracts: contract drafting and review, in particular contracts for authorised dealers, authorised repair workshops, sales representatives, supply agreements and general terms and conditions of purchase and sale Distribution systems and related competition law issues Defence against claims filed when distribution agreements are terminated: e. g., compensation, repurchase and investment compensation claims Court enforcement of claims Product liability: defence against product liability claims, including international litigation management and coordination of defence strategies Product recalls: official notification procedures, legal and communicate management of international product recalls, enforcement and defence of claims for the recovery of recall costs International expansion: joint ventures, establishment of production and distribution, in particular in Central and Eastern Europe This German firm making inroads into the international market is a leader in distressed M&A advice and particularly active in the ( ) automotive ( ) sector[s]. Chambers Europe 2011 on M&A Noerr does not see itself exposed to even the indication of any doubt as to its position as one of the leading law firms in franchise and distribution law. Quite the contrary: Especially when is comes to advice auto makers and importers in distribution matters, this highly recommended firm becomes active more and more often, increasingly in strategic issues in the background. JUVE 2010 on Distribution Highly recommended firm in corporate ( ) the team's strength remains its extensive experience in advice to private companies of all size, as well as diverse industry focuses ( ). Strengths: A sector focus which is very well received in legal departments. Strong Eastern European practice. JUVE 2009 on Corporate New challenges such as stricter environmental and climate protection, alternative drive systems (electro-mobility) 4
Protection of patents, technology and knowhow: national and international patent infringement proceedings including injunctive relieve and customs seizure, patent valuation, employee inventions law, state innovation aid, licensing law, patent due diligence Restructuring, insolvency and financing (special situations), particularly in cooperation with our management consultancy division Noerr Consulting AG Compliance systems Type approvals M&A and Private Equity transactions 5
SELECT EXPERIENCE STATEMENT TRANSACTIONS: Buy Side * Daido Metal of Japan: acquisition of Severstalauto from a Russian producer of plain bearings for the car industry. GCI Automotive: acquisition of Maschinenfabrik Spaichingen. We advised ACP Capital, a finance investor listed on the AIM segment of the London stock exchange, and one of the shareholders in GCI Automotive. Joyson: advising the investor from Ningbo (China) on the acquisition of the German automotive supplier Preh. Robert Bosch: acquisition of Denmark s Holger Christiansen A/S, a repairer of starters and generators and dealer in automobile electrical spare parts in a successful tender process in Poland and Slovakia. Ruia Group: acquisition of Henniges Automotive Grefrath, a German supplier of automotive sealing systems. SAF-Holland: acquisition of all the shares in German Georg Fischer Verkehrstechnik. Wynnchurch Capital, a US private equity firm specializing in middle market companies: acquisition of the worldwide GDX Automotive Group from Cerberus Capital Management. TRANSACTIONS: Sell Side AKsys: rescue of the supplier of acoustics and technical plastics, including asset deals such as: Faist ChemTec and Hannover Finanz acquired the sound deadening division, the insulation division was acquired by auto supplier Borgers AG, further facilities have been acquired by Dr. Freist Automotive, Geiger Automotive and Minda Schenk Plastic Solutions (Ashok Minda). All transactions have been finalized in close cooperation with Noerr Consulting AG. Halberg Guss: sale of the supplier of cast and machined powertrain components to global automotive customers to Netherland s HTP Group. Karmann: sale of its subsidiary Julius Heywinkel to the German finance investor Nord Holding. Knaus Tabbert Group: the caravan and camper manufacturer on the sale of all three production sites in Germany and Hungary to HTP Group. Reum: sale of the German supplier of car interior fittings to HTP Group. * We take lawyers confidentiality very seriously and can therefore only give names of cases if we have been expressly permitted to do so. 6
Robert Bosch: sale of the car lock systems business to Brose; contemplated acquisition of a major producer of garden appliances with two big production sites in the Czech Republic; restructuring of several Czech subsidiaries. JOINT VENTURES Daimler: cross-over joint venture with Kamaz, the largest Russian manufacturer of heavy duty trucks, relating the production and distribution of trucks in Russia. Volkswagen: joint venture of Volkswagen with Škoda Automobilová a.s., which still represents one of the largest and most successful foreign investments in the Czech Republic. Mitsubishi-Fuso Truck and Bus Corporation: advising one of Asia s leading commercial vehicle manufacturers in a joint venture with a leading Russian truck company. Knorr-Bremse: joint venture with Kamaz for the production of brake systems for freight cars in the Russian Federation; advising on an industrial assembly agreement with the Ministry of the Economic Development & Trade of the Russian Federation. Robert Bosch and Denso Corp. of Japan: joint venture in relation to a major project involving the construction of an automotive manufacturing plant in south-western Poland. GREENFIELDS Daimler: establishment of a new factory in Kecskemét, with an investment of about 800m the largest Greenfield investment in Hungary so far. Volkswagen: establishment of a new auto plant in Kaluga, Russia. Fuyao Glass: advising China s largest glass producer for the automotive industry on the establishment of a new factory in Russia s Kaluga region. Automotive supplier on Greenfield projects in Central and Eastern Europe: INA Schaeffler, Webasto, Kromberg & Schubert, Robert Bosch and Denso Corp. of Japan VARIOUS General Motors: advice on a continuous base in a broad field of practice areas, including litigation, distribution law, product liability, IT, intellectual property, antitrust, employment and corporate law. Opel and General Motors: advice relating challenging developments of the automaker group. To keep the production alive, we prepared scenarios, in case of suppliers insolvencies. 7
Volkswagen: negotiation and structure of Partnership Agreement as Vehicle Partner of the 2014 Olympic Winter Games and Paralympic Winter Games in Russia s Sochi. Volkswagen: master import and distribution agreements, antitrust, supply, customs, tax and transportation issues. Subsequent: intended share capital increase in a Russian manufacturing subsidiary. Noerr s Moscow office also advised the client in the course of this project on corporate, real estate, tax, customs, contract law and investment issues. SAF-HOLLAND: the truck and trailer supplier, which is quoted on the S-DAX of the Frankfurt stock exchange, in its actual restructuring, including a capital increase. Noerr provides operational support through Martin Kleinschmitt, managing director of Noerr Consulting AG, who was appointed Chief Restructuring Officer in August 2009. Schefenacker, the world market leader for rearview mirrors: negotiations of a restructuring plan - IFLR Restructuring Deal of the Year 2008. Škoda: successful representation in a proceeding before the Czech Cartel Authority due to alleged market abuse, involving a fundamental cartel law dispute as to the admissibility of the entire Škoda distribution system in the Czech Republic. NISSAN: successful representation in a test case after the termination of dealer contracts for the purpose of reorganising the whole dealer network; the litigation went up to the Federal Supreme Court (BGH). Ashok Leyland Ltd: one of the biggest Indian producers of commercial vehicles, comprehendsively in respect of various investments in Germany and the Czech Republic. German automotive company: representation in an international ICC arbitration proceedings against an American automotive producer regarding claims for damages in connection with multi-annual production and supply contracts, amount in dispute: 350m. German automotive supplier: acquisition of a group with businesses in Ukraine, Hungary, and Romania. German premium auto maker: representation in an appellate procedure against a victim of an accident in connection with an alleged product defect. Ongoing advice to, especially in distribution and product related issues: AUDI, A.T.U Auto- Teile-Unger, Automobili Lamborghini, Chevrolet, DAF Trucks, Kia Motors, Mitsubishi Motors, NISSAN Center Europe, Opel, Saab, SAF-HOLLAND, Shenyang Brilliance Jinbei Automobile, Škoda, Volkswagen. 8
WHAT OTHERS SAY Hardly any competitor makes an equal impression with such a wide range of advice as Noerr so that the law firm has meanwhile been for years among the leading addresses in distribution. ( ) A highlight which caught the attention of the market was the advice of the highly-regarded automotive practice to the Chinese motor manufacturer Brilliance on the reconstruction of a European distribution system, all the more so since the contact was made by the law firm s own China Desk. JUVE 2011 on Distribution The value attached by Noerr to this highly recommended practice for litigation and arbitration is greater than at virtually any other firm. Having grown with immense dynamism within just a few years, Noerr s litigation practice unites interoffice specialists from a range of legal backgrounds: the product liability practice and interdisciplinary compliance advice (primarily in Munich), which was recently called upon in the corruption affair at MAN, is only matched by competitor Hogan Lovells ( ). JUVE 2010 on Dispute Resolution A highly recommended firm for M&A, whose all-round advice to clients always ensures that it lands a role in major deals. The M&A practice acquired a steady flow of transactions through its respected restructuring expertise; for instance, Noerr advised insolvency administrators on sales, e. g. Knaus Tabbert and the PIN Group. That individual partners were praised for their work on the Sumitomo deal, not only for the transaction itself but also for their good handling of foreign advisers, is proof of how much the firm has evolved in terms of international deals. JUVE 2010 on M&A Noerr s standing as one of the leading firms for distribution and franchising is absolutely undisputed. Quite the opposite: as soon as it comes to advising auto manufacturers and importers on distribution, the respected practice around Wendel is increasingly active, often with strategic issues in the background. ( ) The fact that the practice groups work together often gives the firm a competitive advantage. In addition, the respected Eastern European office helped strengthen the internationalization of the distribution advice beyond franchising. Clients praise the very good network, which has already been very helpful for our international expansion. JUVE 2010 on Distribution 9
YOUR CONTACT Dr. A. Dominik Wendel Automotive & New Mobility Group Leader T +49 69 971477 121 dominik.wendel@noerr.com Börsenstrasse 1 60313 Frankfurt am Main Germany 10
ABOUT NOERR Noerr stands for the highest quality and innovation // Chambers Global 2011 Noerr is a first-class European law firm with more than 470 professionals, five offices in Germany, seven in Central and Eastern Europe, an office in London, one in Alicante (Spain), and a representative office in New York. Our core business is excellent legal and tax advice which develops sustainable solutions and creates added business value in all areas of commercial law innovative and proactive solution-oriented and on solid academic foundations with integrated skills and abilities and focus on sectors partner-driven and client-oriented with strategic competence Together with our cooperation partners, Noerr Consulting AG and Noerr auditing and tax advisory companies, we develop sustainable and value-creating solutions for legal, tax, finance and management. Focussed. Leading experts in many legal areas and branches of industry deliver solutionoriented advice to the highest professional standards. The spectrum of our interdisciplinary groups ranges from Automotive & New Mobility and Compliance, through Defence & Security and Energy to Outsourcing & IT outsourcing. International. Our own offices in eleven jurisdictions and reliable best friends among other law firms, especially in London and New York, as well as our exclusive German membership in Lex Mundi, the largest global network of preeminent independent law firms, ensure legal services at the highest international level worldwide. Pan-European. We were among the first Western firms to establish offices in Central and Eastern Europe. We have continuously extended this advantage by establishing networks in industry, politics and administration. With more than 150 professionals in Central and Eastern Europe, we are among the leading law firms in the region. For more information visit noerr.com 11
Response times, industry knowledge and value for money are outstanding // 2010 Chambers Europe Award The International Law Office (ILO) has announced Noerr as the German winner of the prestigious ILO Client Choice Award for 2011. Noerr has been recognized as Law Firm of the Year in M&A and Dispute Resolution at the 2010 JUVE Awards. The jury singled out the M&A team for farseeing commitment to its engagement in Eastern Europe and that the team is in strong demand for complicated joint ventures and transaction structures for Dax30 companies. Between 2011 and 2009, Noerr was awarded the Best German Law Firm award for three conescutive years by the International Legal Alliance Summit & Awards (ILASA). At the 2010 Global Law Experts Awards, Noerr was selected as Litigation Law Firm of the Year for Germany. The leading legal directory Chambers named Noerr Client Service Law Firm of the Year in Germany at the 2010 Chambers Europe Awards for Excellence. Noerr was selected as being International M&A Law Firm of the Year in Germany at the Corporate Intl Magazine Global Awards, recognising the Firm's commitment and reputation for offering its clients the best service and focussed advice in selected areas of law. At the JUVE Awards 2009, Noerr received the Antitrust Law Firm of the Year award, emphasizing the highly regarded work in distribution antitrust, amongst others. Noerr has been named Product Liability Law Firm of the Year in Germany at the ACQ Law Awards 2009, approving the firm s pre-eminent position in this area. International Financial Law Review (IFLR) named Noerr a winner of the award for the Restructuring Deal of the Year 2008 for the advice in the restructuring of Schefenacker, the world market leader for automotive mirror systems. 12
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Noerr Automotive & New Mobility Group Sector Capability Statement Excellence Creating Value 2/2012
ALICANTE BERLIN BRATISLAVA BUCHAREST BUDAPEST DRESDEN DÜSSELDORF FRANKFURT/M. KIEV LONDON MOSCOW MUNICH NEW YORK PRAGUE WARSAW NOERR.COM 2