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19 January 20233 minute read

DLA Piper advises exceet on business combination with green hydrogen plant pioneer APEX Group

DLA Piper has advised exceet Group SCA on its business combination with APEX Nova Holding GmbH and its subsidiaries (APEX Group). Exceet will acquire 20.8% of APEX's shares for cash consideration of approximately EUR 25 million. The remaining 79.2% in APEX will be exchanges for shares in exceet by way of contribution in kind. For purposes of the transaction, exceet was valued with its net cash position of about EUR 117.1 million and the APEX Group with an equity value of approximately EUR 120 million. APEX Group is thus indirectly listed on the stock exchange and provided with about EUR 87 million in fresh capital which will in particular be used to realize the project pipeline.

Following the completion of the transaction, the APEX shareholders and their concert parties are planning to publish a mandatory offer for the acquisition of all outstanding exceet shares. Several larger shareholders, including White Elephant S.à r.l., Active Ownership Investments Ltd. and the APEX shareholders, undertook not to accept the mandatory offer. The offer document is expected to be published in February 2023.

Exceet is a Prime Standard listed investment holding company that has successfully developed and sold several companies since 2011 as part of a buy & build strategy. After the merger with APEX Group, the focus is on the development of projects for a decentralized supply of green hydrogen.

APEX Group is a leading developer, builder and operator of green hydrogen electrolysis plants for the decarbonization of industry and infrastructure. One flagship project is the development of a 100 MW electrolysis plant in Rostock/Laage with a production capacity of more than 7,500 tons of green hydrogen per year. The plant will be operated by APEX itself after its planned completion in 2027. APEX was selected from more than 400 projects applied for European IPCEI (Important Projects of Common European Interest) funding in 2021 to implement this major project.

The DLA Piper team was led by partners Andreas Füchsel (Private Equity/M&A) and Dr Roland Maaß (Capital Markets, both Frankfurt) with senior associate Philipp Meyer (Private Equity/M&A, Frankfurt) in the core team. Also involved were partners Dr Wolfram Distler (Finance, Frankfurt), Pascal Kremp (Employment, Munich), Dr Burkhard Führmeyer (IPT, Frankfurt), Verena Grentzenberg (Data Protection, Hamburg) and Sylvia Ebersberger (IPT, Munich), counsel Tatiana Marzoli (Private Equity/M&A), Miray Kavruk (IPT, both Frankfurt), Georg Haberkorn (Employment), Lukas Weidner and Dr Manuel Indlekofer (both Real Estate, all Munich), as well as senior associates Gabriela von Wietersheim (Finance, Cologne), Juliane Poss (Capital Markets, Frankfurt), Christopher Ollech (Energy Law), Dr Charlotte Schubert (Public Commercial/Public Procurement Law), Hauke Tammert (Public Commercial Law, all Cologne), Dr Felisa Frey (Employment, Munich) as well as associates Theresa Schenk (Capital Markets, Frankfurt), Annika Heinz (Employment, Munich), Dr Anna Rogler (IPT), Ilgin Ayhan (Finance, both Frankfurt), David Schele, Philipp Schmechel (both Data Protection, Hamburg), Dr Elisabeth Spiecker (Energy Law, Cologne), Dr Carmen Födisch (IPT), Dr Lilian Gutkin, Andreas Pavelec (both Real Estate, all Munich) and Sindy Martin (Finance, Frankfurt).