Bär & Karrer Advises Highlight Event and Entertainment and Highlight Communications on the Takeover of Constantin Medien

Highlight Event and Entertainment AG (HLEE) (Pratteln, Switzerland, listed on the SIX Swiss Exchange) and Highlight Communications AG (HLC) (Pratteln, Switzerland, listed on the Frankfurt Stock Exchange) announced on 27 November 2017 that HLC is to launch together with Studhalter Investment AG (SIAG) a takeover bid to the public shareholders of Constantin Medien AG (CMAG), an internationally operating media company based in Ismaning/Bayern, whereas the takeover bid will have exempting effect for Bernhard und Rosmarie Burgener, HLEE and Alexander Studhalter. To that end, the parties involved entered into a framework agreement.As a prerequisite for the launch, an authorized capital increase of HLEE was executed generating proceeds of approximately EUR 32 million, corresponding to a stake of 28.7%, and borrowed a loan from SIAG of approximately EUR 51 million, which is in part convertible in HLEE shares.

A successful takeover offer will help finally putting an end to the crippling blockades that arose in connection with the disagreements with the former CMAG management until August 2017. The dispute regarding the control over Constantin Medien and Highlight Communications lasted over a year and involved primarily both Highlight companies, led by Bernard Burgener opposing Dieter Hahn. In this context, both HLEE and HLC have previously implemented capital increases in summer 2017, one of them involving a rights offering. On his part, Dieter Hahn tried to gain control over the Highlight companies by filing six different court actions (and appealed three of the first instance judgments before the Appellate Court of Basel-Landschaft). Among others, he challenged the previous capital increases and several shareholder resolutions. His attempts failed.

Bär & Karrer advises and represents both Highlight Event and Entertainment as well as Highlight Communications. The team included Rolf Watter and Urs Kägi (lead), Dieter Dubs, Michael Trippel, Nadina Duss, Cyrill Tschudin, Annina Hammer and Matthias Tanner (M&A, Corporate, Capital Markets), Cinzia Catelli and Alain Grieder (Litigation), Annette Weber and Alexander von Jeinsen (Capital Markets, Financing) as well as Mani Reinert (Competition Law).