The oldest press manufacturer worldwide, the listed company Koenig & Bauer AG (KBA), has changed its legal and management structure following a large-scale restructuring programme. The parent company Koenig & Bauer AG was converted into a management holding after spinning-off four operating subsidiaries. King & Wood Mallesons (KWM) advised KBA on this restructuring.
KBA is the second-largest press manufacturer globally with an annual turnover of more than EUR 1 billion. The restructuring demonstrates a response from the company to the changing market conditions in the printing industry. KBA has accordingly managed to increase flexibility and open the door to a new field of operation (e.g. package printing) without neglecting the company’s core activity
Other than adjustments regarding capacity and personnel, one cornerstone of the programme were the spin-offs of the operating divisions to subsidiaries in the legal form of GmbH & Co. KG, a move which has been pursued for two years. These processes were tax-neutral due to a well-implemented corporate law fiduciary model. In regards to the objective of improved economic performance, initial successes are already evident.
Prior to the restructuring the company’s business fields digital & web, sheetfed, security press activities and production were partially integrated into KBA. Following the restructuring, the AG acts as a holding entity as a public limited company and sole general partner. It houses central management and control functions. Furthermore KBA delivers administrative, financial, commercial and technical services to its new subsidiaries. The spin-offs are accompanied by a decrease in the Executive Board. The plans for the legal implementation of the complex restructuring measures took more than one and a half years to complete due to the high complexity of the procedure. This year’s Annual General Meeting of KBA has already approved the measures on 21 June 2015.
Koenig & Bauer AG and Dr Franz Schaefer’s team have a long relationship. Before Dr Schaefer joined KWM nearly 1.5 years ago he already had been active for KBA for several years in his previous firm (e.g. in various M&A transactions). Dr. Schaefer and his team have accompanied KBA throughout the whole restructuring process right from the beginning of the planning phase.
Consultants to Koenig & Bauer AG
In house Law (Würzburg):
Christopher Kessler (Head of Law, Legal Compliances & Insurances)
King & Wood Mallesons LLP (Munich/Frankfurt):
Dr. Franz Schaefer (Partner, Lead), Dr. Christian Cornett (Partner), Dr. Martina Ortner (Counsel, Lead), Johanna Marniok (Managing Associate), Christoph Küster (Associate), Christian Ostermöller (Associate) (all Corporate); Dr. Barbara Geck (Partner), Dr. André Zimmermann (Counsel), Franziska Fiedler (Associate) (all Employment Law); Dr. Axel Walz (Partner), Massimo Bellitto-Grillo (Managing Associate) (all IP & Commercial); Johanna Leitzke-Schmid (Associate, Real Estate); Tillman de Vries (Counsel, Litigation/R&I).
KPMG and Warth & Klein Grant Thornton (Tax)
SZA Schilling, Zutt & Anschütz Rechtsanwalts AG (Frankfurt/Mannheim) – supporting in the conduct of the Annual General Meeting:
Dr. Stephan Harbarth (Partner, Corporate/M&A) and team
