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JUNE 2012

Legal Transactions

89

PUBLIcIS GRoUPE to acQUIRE PIxELPaRK aG

on January 26, 2012, Publicis Groupe announced its intention to launch a public tender offer for all outstanding shares of Pixelpark through its wholly-owned subsidiary MMS Germany Holdings GmbH (“MMS”). the offer price of EUR 1.70 per share represents a premium of approximately 28% above the estimated weighted average stock exchange price of Pixelpark shares (EUR 1.33) during the last three months prior to January 20, 2012.

Publicis Groupe’s public tender offer has the full support of the Management Board and the Supervisory Board of Pixelpark. The world’s third largest communications group, Publicis Groupe has declared that it plans to integrate Pixelpark into its Publicis Worldwide network, further reinforcing its digital expertise in the German market.

As of January 26, 2012, shareholders of Pixelpark committed to sell Pixelpark shares to MMS corresponding to 56.51% of the registered share capital and of the voting rights in Pixelpark. In addition, as February 13, 2012 at 15:30 hrs CET, MMS already holds 1.08% of the registered share capital and of the voting rights in Pixelpark. LM

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HoBBIco acQUIRES REVELL dEUtScHLand HoLdInG GMBH FRoM RG IntERMEdIatE HoLdInGS

Hobbico, Inc. of champaign, IL has acquired Revell Germany. Revell Germany will continue to operate from its headquarters in Bünde, located near Hannover, Germany and will be led by Hans Remfert, President of Revell Germany.

Established in 1956, Revell is the European market leader in the plastic model building segment. For the last four years, Revell has also been a key player in toy radio control vehicles in the European toy market. Several new product lines were just announced at this year's Nuremberg Toy Fair.

Hobbico is the world's leading manufacturer and marketer of model hobby products, including radio controlled models, plastic model kits, flying model rockets and other hobby and toy products. The 100% employee-owned company sells products through several subsidiaries including Revell, Estes, Great Planes Model Distributors and Tower Hobbies. Since 2007, Hobbico has owned the U.S. Revell operation. Just prior in 2006, Revell Germany was spun off as a separate company.

HAPP LUTHER was involved in this transaction, led by Dr. Tobias Moehrle who is a corporate and tax partner.

Dr. Moehrle commented: “The transaction war rather complex as the acqui- sition of a German target by an US entity had to be structured from a tax and corporate point of view. As the target also had some particularities on the tax side it helped very much that as a corporate lawyer and tax advisor, I know both fields and was able to advice in the structuring as well as in the acquisition.” LM

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www.lawyer-monthly.com

Pixelpark AG

Revell Deutschland Holding GmbH

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