Austria

CERHA HEMPEL has every reason to celebrate after receiving yet another international accolade. At this year's THE LAWYER Awards, CERHA HEMPEL was named "Law Firm of the Year Austria" 2025 by the renowned British specialist publisher in recognition of its outstanding and innovative achievements. When assessing law firms, The Lawyer recognizes outstanding firms that have excelled based on clearly defined criteria such as strategic development, legal excellence, market position, and innovative capacity. As emphasized by THE LAWYER expert jury, CERHA HEMPEL “was notable for its expansion into Central and Eastern Europe, reflecting its commitment to broadening its international footprint, as well as for pioneering the development of the first large language model tailored to Austrian legal terminology.” "We're extremely pleased to have won this award. Our thanks go to the entire team and above all to our clients. It's only with them that we can enjoy such success", Dr. Albert Birkner, LL.M. and Dr. Clemens Hasenauer, LL.M./MBA, CERHA HEMPEL Managing Partners, explained.

The agreement signed by OMV and ADNOC on 3 March 2025 provides for the strategic combination of Borealis and Borouge under the name Borouge Group International – marking the historic birth of a new global group with headquarters and corporate seat in Vienna and regional headquarters in Abu Dhabi. Coupled with such merger is the purchase of all shares in the Canadian company NOVA  Chemicals by ADNOC at an enterprise value of USD 13.4 billion, with a later transfer to Borouge Group International. Borouge Group International shall be listed on the Abu Dhabi Securities Exchange (ADX) with an intended dual listing on the Vienna Stock Exchange thereafter. Subject to regulatory approvals (such as merger approvals) and other customary conditions, the combination of Borealis and Borouge and the acquisition of Nova Chemicals are expected to be completed in the first quarter of 2026. The OMV in-house legal team, led by Katja Tautscher (Chief Legal Officer and SVP) and Andreas Aigner (Head of M&A Legal and VP), also included Michael Ebner and Christian Horvath (both M&A Legal). The CERHA HEMPEL team, led by Clemens Hasenauer, Managing Partner and Head of Department Corporate Transactions, provided comprehensive legal advice to OMV on the transaction. Clemens Hasenauer commented: “The transaction is the largest in the firm's history to date and one of the most significant in Austrian business history. It underlines the fact that our dedicated team is also involved in international landmark deals and provides high-quality advice.” In addition to Clemens Hasenauer (partner; corporate and M&A), the CERHA HEMPEL team comprised Johannes Prinz (partner; M&A and Tax), Benjamin Twardosz (Partner; Tax), Lorenz Pracht (Partner; Corporate and M&A), Harald Stingl (Partner; Corporate and M&A), Tobias Tangl (Attorney; Corporate and M&A), Christoph Schimmer (Attorney; Tax), Hannah Gerbl and Alexander Kainz (both Associates; Corporate and M&A).

Another milestone transaction. Another headline deal in the sustainable mobility sector. CERHA HEMPEL once again at the forefront - advising Worthington Cylinders GmbH, a subsidiary of Worthington Enterprises, on the sale of its alternative fuels business to Norway-based Hexagon Composites ASA. The transaction marks the final step in Hexagon's strategic entry into Worthington Cylinders GmbH and its Sustainable Energy Solutions (SES) business. Following the acquisition of a 49% stake by Hexagon in 2024 – where CERHA HEMPEL already acted as lead counsel – Worthington Cylinders GmbH has once again relied on the firm's transactional excellence to advise on the carve-out and sale of 100% of SES Composites. "From initial structuring to execution, this deal demanded precision, creativity, and crossborder coordination – exactly the kind of challenge our M&A team thrives on." – Albert Birkner, Partner Structured in three sophisticated phases, the transaction showcases a blueprint for complex carve-out architecture: In a first step, Worthington Cylinders GmbH transfers all assets related to the alternative fuels business to its Polish subsidiary, Worthington Industries Poland, by way of an asset deal. In a second phase, the shares held by Worthington Cylinders GmbH in Worthington Industries Poland and PTEC Pressure Technology GmbH will be spun off to a newly established holding company. In the final step, the shares in this holding company will be sold to Hexagon, resulting in Hexagon acquiring 100% ownership of SES Composites. This transaction will enable both parties to sharpen their strategic focus: Hexagon strengthens its position in clean energy mobility, while Worthington Cylinders repositions its core industrial gas business. The SES facility in Kienberg (Austria) will remain under joint ownership, continuing to serve the industrial gas cylinder market. Worthington Cylinders GmbH is a leading European supplier of high-pressure cylinders and systems for the storage and distribution of compressed gases. Its alternative fuels business manufactures composite cylinders and systems in Słupsk, Poland, and operates a valve assembly facility in Burscheid, Germany. Like Hexagon, SES Composites plays a key role in supplying CNG fuel systems to European original equipment manufacturers in the transit bus sector. On a pro-forma basis, SES Composites reported revenues of EUR 28 million and an EBITDA of EUR 700,000 for the year 2024. For 2025, revenue is projected to increase to approximately EUR 33 million, with EBITDA expected to reach around EUR 2 million, reflecting a strong order pipeline and positive market outlook. The transaction is expected to close by the end of Q3 2025. "This was one of those rare transactions where legal complexity meets industrial transformation – and we were right in the centre of it." – Nadine Leitner, Partner CERHA HEMPEL advised Worthington Cylinders GmbH on all Austrian legal aspects of the transaction. The team at CERHA HEMPEL consisted of partners Albert Birkner, Nadine Leitner, senior associate Jakob Weber and associates Lela Ghoreishi and Ana Gudadze (all Corporate/M&A).

CERHA HEMPEL advised VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (VIG) on the tender offers for its outstanding EUR 214.4 million Subordinated Notes due in March 2046 (ISIN: AT0000A1D5E1) and its EUR 200 million Subordinated Notes due in April 2047 (ISIN: AT0000A1VGA1). The tender offer commenced on 25 March 2025 and was based on the terms and conditions of a tender offer memorandum dated the same day. Tier 2 notes totalling EUR 126 million were validly tendered, all of which were accepted for purchase by VIG. Settlement took place on 7 April 2025. In parallel, VIENNA INSURANCE GROUP AG successfully placed Tier 2 notes with a volume of EUR 300 million and a maturity of ten years with institutional investors and eligible counterparties. They carry an initial coupon of 4.625% p.a., are denominated in tranches of EUR 100,000, and are listed on the Official Market of the Vienna Stock Exchange. Signing took place on 31 March 2025 and closing on 2 April 2025. The banking syndicate was advised by Linklaters LLP as structuring counsel and WOLF THEISS on Austrian law. The team at CERHA HEMPEL consisted of partners Volker Glas, Thomas Zivny, senior counsel Christian Aichinger and associate Sophie Schmid.