Latham & Watkins Advises H&R Holding GmbH on Voluntary Public Tender Offer for All Outstanding Shares of H&R GmbH & Co. KGaA

Latham & Watkins LLP has advised H&R Holding GmbH (the bidder), a company controlled by Nils Hansen, in connection with a voluntary public tender offer for all outstanding shares of H&R GmbH & Co. KGaA (H&R KGaA). H&R KGaA is a specialty-chemicals company focused on the development and manufacturing of chemical and pharmaceutical specialty products based on fossil, biomass, synthesized, and recycled hydrocarbons, as well as the production of high-precision plastic parts.

The offer aims to increase Nils Hansen’s stake in H&R KGaA, who already holds 61.45% of H&R KGaA shares. The goal is to drive the necessary transformation of the company more efficiently with a consolidated shareholder structure.

The bidder intends to make a cash offer to all shareholders of H&R KGaA in the amount of €5.00 per H&R KGaA share. This corresponds to a premium of (i) 31.23% compared to the XETRA closing share price on May 15, 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months. The offer is subject to a minimum acceptance threshold of 85%.

The Latham team was led by Munich corporate partner Rainer Traugott and Hamburg corporate partner Dirk Kocher, with associates Rieke Klie and Maximilian Kuchernig. Advice was also provided on finance matters by Munich partner Christian Jahn.