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Latham & Watkins Advises Swiss Life Asset Managers and Vauban Infrastructure Partners on Takeover Offer for Aves One

August 12, 2021
Rhine Rail Investment AG, the special purpose vehicle set up by Swiss Life AM and Vauban Infrastructure Partners, will make a cash offer of €12.80 per share to the shareholders of Aves One.

Latham & Watkins LLP is advising Swiss Life Asset Managers (Swiss Life AM) and Vauban Infrastructure Partners on the public offer to acquire Aves One AG (Aves One), one of the leading holders of rail assets in Europe.

Rhine Rail Investment AG, the special purpose vehicle set up by Swiss Life AM and Vauban Infrastructure Partners, will make a cash offer of €12.80 per share to the shareholders of Aves One. The offer price represents a premium of approximately 38.6 percent over the volume-weighted average share price of the last three months prior to the publication of the decision to make an offer. A group of shareholders owning more than 85 percent of the company have irrevocably committed to tender their shares. 

Aves One and Rhine Rail Investment AG have signed an investment agreement in relation to the takeover offer. The Management Board and the Supervisory Board of Aves One have agreed, subject to the review of the published offer document, to support the offer. 

Headquartered in Hamburg, Germany, Aves One is one of the largest owners of railcars and swap bodies in Europe. The Company is listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. 

Swiss Life AM has more than 160 years of experience in managing capital on behalf of the Swiss Life Group and its clients. The investment philosophy of Swiss Life AM focuses on principles of long-term strategic approach, capital preservation, generation of consistent and sustainable returns as well as a responsible approach to risks. Swiss Life AM offers its asset management expertise to third-party clients in Switzerland, France, Germany, Luxembourg and the UK. As at 31 December 2020, assets managed by Swiss Life on behalf of third-party clients amounted to €85 billion. Together with the investment mandates for the Swiss Life Group, total assets under management by Swiss Life AM stood at €249 billion, of which CHF 7.3 billion is managed by the Infrastructure Equity Business area. Swiss Life AM has a dedicated infrastructure team of more than 40 investment professionals, focusing on investments in global infrastructure assets including renewables and a proven track record in creating value for its clients. Swiss Life AM employs more than 2300 people in Europe. Swiss Life Asset Managers employs more than 2300 people in Europe. 

Vauban Infrastructure Partners is a leading Infrastructure Asset Manager focused on the European core infrastructure investments. Vauban Infrastructure Partners has raised around €6 billion across five funds in Core infrastructure and has invested in over 50 assets in mobility, utilities, social & digital infrastructure across different geographies. 

The cross-border team was co-led by Düsseldorf corporate partner Tobias Larisch, London corporate partner John Guccione, and London finance partner Conrad Andersen, with support from Düsseldorf corporate counsel Sebastian Goslar and associates Steffen Augschill, Katharina Intfeld, Jaschar Mirkhani, Felix Gasten, and Ivo Wanwitz. Advice was also provided on finance matters by Frankfurt associate Martina Eisgruber and London associate Amanda Fortuna; on antitrust matters by Düsseldorf partner Jan Höft, Hamburg counsel Jana Dammann de Chapto and Düsseldorf associate Leonie Spangenberger; on corporate/IP matters by Frankfurt partner Susan Kempe-Müller and associate Pia Sösemann; on employment matters by Munich partner Tobias Leder; on compliance matters by Hamburg associate Stefan Bartz and Düsseldorf associate Julia-Bianka Schenkel; on data privacy matters by Frankfurt associates Wolf-Tassilo Böhm; and on regulatory matters by counsel Joachim Grittmann and associate Alexander Wilhelm.