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14 March 2024
press release

Austria: Schoenherr advises swisspor Holding AG on its 100 % acquisition of Creaton Polska sp. z o.o., Creaton South East Europe Kft and Creaton Steildach GmbH

Schoenherr advised swisspor Holding AG on its acquisition of 100 % of the shares in Creaton Polska sp. z o.o., Creaton South East Europe Kft and Creaton Steildach GmbH, together forming the Creaton Eastern Business, from its former indirect shareholder, Terreal Holding S.A.S. In an interrelated transaction, Terreal's operations in France, Italy, Spain and the USA as well as Creaton's business in Germany and the Benelux countries were sold to Wienerberger AG, an international manufacturer of building materials and infrastructure solutions.

As local counsel for Austria and Hungary, Schoenherr successfully advised swisspor on all legal aspects of the transaction, including due diligence, foreign direct investment (FDI) and merger control, as well as the drafting and negotiation of the transaction documentation. In addition to securing Phase 1 clearances within a short timeframe in Romania, the firm also successfully obtained Phase 2 clearances with commitments in Austria following a complex and in-depth investigation by the Austrian Cartel Court. Schoenherr also expeditiously obtained FDI approval for the transaction from Hungary.

"We are proud to have had the opportunity to support swisspor, a globally renowned player in the building and roofing material sector, on this challenging cross-border deal," said partner Robert Bachner, who co-headed the Schoenherr corporate/m&a team with Gregor Petric.

"Achieving a favourable outcome for swisspor in the Phase 2 merger control proceedings in Austria was a crucial step," said Franz Urlesberger, who headed Schoenherr's competition law team.

swisspor, and its affiliate Swisspearl, are active internationally in the building and roofing material sector as reliable providers of energy-efficient and aesthetically pleasing building claddings. The Creaton Eastern Business manufactures and sells roofing materials as well as precision, high-quality and durable clay and cement tiles. This strategic acquisition is a significant step in swisspor's pursuit to expand their footprint by offering exceptional building solutions characterised by both efficiency and aesthetics. The integration of the Creaton Eastern Business into the swisspor Group consortium will actively support swisspor's growth strategy by utilising potential synergies. In particular, it enables swisspor to not only increase its market presence in Austria, but, with the acquisition of the two Creaton clay tile plants in Poland and Hungary, to expand into Central Eastern European markets, which aligns with swisspor's strategic interests.

The Schoenherr team advising swisspor in Austria was led by Franz Urlesberger (partner), Robert Bachner (partner) and Gregor Petric (counsel), and further included Daniel Wadl (attorney at law), Maha Zöhrer (associate) and Nikolaus Stepan (associate). In Hungary, a team consisting of Kinga Hetenyi (partner) and Adrián Menczelesz (attorney) advised on all aspects relating to M&A as well as FDI. Georgiana Badescu (partner) and her team consisting of Cristiana Manea (managing attorney at law), Cristina Pană (attorney at law) and Ștefana Andronachi (associate) secured merger control clearance for swisspor in Romania.