bpv Hügel

The law firm bpv Huegel provided comprehensive support to NÖM AG during its merger with Vorarlberg Milch. 26 August 2025. As part of the transaction, NÖM AG is acquiring the production facility of Vorarlberg Milch GmbH in Feldkirch, which will be managed as part of the NÖM Group in future. At the same time, Vorarlberg Milch eGen is acquiring a direct 3% stake in NÖM AG and will be represented on the Supervisory Board. The transaction has already been approved by the Federal Competition Authority. The majority shares in NÖM AG remain unchanged with Raiffeisen-Holding NÖ-Wien reg. Gen via Niederösterreichische Milch Holding GmbH and with MGN Milchgenossenschaft Niederösterreich reg. Gen. bpv Huegel was responsible for structuring the transaction, conducting due diligence, drafting and negotiating the agreements, and handling the merger control proceedings. “The partnership between NÖM AG and Vorarlberg Milch represents a significant step forward for the Austrian dairy industry. We are pleased to have supported NÖM AG in this strategic development,” said Christoph Nauer, Co-Managing Partner at bpv Huegel. About bpv Huegel As one of Austria's leading law firms, bpv Huegel advises national and international clients in all sectors. It is regarded as the first address for highly complex mandates, the handling of which requires specialised tax and legal knowledge, many years of experience and economic understanding. With its Brussels office, bpv Huegel has a competence centre for EU law, European merger and antitrust law as well as regulatory and public procurement law located directly at the European institutions. bpv Huegel is a member of the "bpv LEGAL" alliance with offices in Bratislava, Bucharest, Budapest and Prague and thus offers tailor-made solutions throughout CEE. In addition, the firm has long-standing cooperation agreements with leading international law firms worldwide. The full-service law firm was founded in 1979 and is represented in Austria by offices in Vienna, Baden and Salzburg, where it employs around 100 staff, including around 50 lawyers. Contact bpv Hügel Rechtsanwälte GmbH Alina Burlacu PR and Communications T: +43 1 26050-0 M: [email protected]

bpv Huegel is delighted to appoint Johannes Mitterecker as a partner. He works in the Corporate Law/M&A practice group and specialises in M&A transactions, restructuring and sports law.   15 May 2025. bpv Huegel appoints DDr. Johannes Mitterecker, LL.M., as a new partner with effect from May 2025. Johannes Mitterecker is an experienced transaction lawyer who joined bpv Huegel in 2021, specialising in corporate law, private equity and venture capital funds. He also provides corporate and regulatory advice to alternative investment funds, investment and venture capital funds, family offices and investment firms. Furthermore, he is establishing an interdisciplinary sports law practice group at bpv Huegel. Johannes Mitterecker is the editor and author of numerous publications on corporate, capital market and sports law, including groundbreaking publications such as the comprehensive commentary on the Alternative Investment Fund Managers Act (AIFMG) and practical handbooks on sports law and shareholder disputes. Johannes Mitterecker holds doctoral degrees from the University of Vienna and the Vienna University of Economics and Business, as well as an LL.M. from Columbia University in New York. He is also admitted to the New York State Bar. Christoph Nauer, Co-Managing Partner of bpv Huegel, congratulates the new partner: “We are delighted to welcome Johannes to our partnership and look forward to continuing the growth of the firm with him, delivering top-quality services in high-end transaction advisory.”   About bpv Huegel As one of Austria's leading law firms, bpv Huegel advises national and international clients in all sectors. It is regarded as the first address for highly complex mandates, the handling of which requires specialised tax and legal knowledge, many years of experience and economic understanding. With its Brussels office, bpv Huegel has a competence centre for EU law, European merger and antitrust law as well as regulatory and public procurement law located directly at the European institutions. bpv Huegel is a member of the "bpv LEGAL" alliance with offices in Bratislava, Bucharest, Budapest and Prague and thus offers tailor-made solutions throughout CEE. In addition, the firm has long-standing cooperation agreements with leading international law firms worldwide. The full-service law firm was founded in 1979 and is represented in Austria by offices in Vienna, Baden and Salzburg, where it employs around 100 staff, including around 50 lawyers. Contact bpv Hügel Rechtsanwälte GmbH Alina Burlacu PR and Communications T: +43 1 26050-0 M: [email protected] https://www.bpv-huegel.com

This makes bpv Huegel's tax practice top-ranked in Chambers Europe. This confirms the leading position of bpv Huegel in tax law advice. 20 March 2025. bpv Huegel is ranked in Band 1 for tax law in the Chambers Europe Ranking 2025. In addition, partner and head of tax Nicolas Wolski and tax partner Kornelia Wittmann have also been individually recognised as leading practitioners. The tax practice now is holding top positions in Band 1 in three major international tax rankings (Chambers, Legal 500, ITR World Tax). As recently as September 2024, the tax team was named “Tax Litigation Law Firm of the Year – Austria” and “Transfer Pricing Law Firm of the Year - Austria” by ITR. “We are proud that, in addition to the ITR and Legal 500 rankings, we are now also ranked in the top category by Chambers. A big thank you to all team members who have worked together to achieve this success over the last few years,” says Nicolas Wolski, head of the tax practice. The team led by Nicolas Wolski, who is dual-qualified as both a lawyer and tax advisor in both Austria and Germany, advises leading Austrian and international companies, particularly in the areas of M&A tax, tax disputes and general corporate tax.   About bpv Huegel As one of Austria's leading law firms, bpv Huegel advises national and international clients in all sectors. It is regarded as the first address for highly complex mandates, the handling of which requires specialised tax and legal knowledge, many years of experience and economic understanding. With its Brussels office, bpv Huegel has a competence centre for EU law, European merger and antitrust law as well as regulatory and public procurement law located directly at the European institutions. bpv Huegel is a member of the "bpv LEGAL" alliance with offices in Bratislava, Bucharest, Budapest and Prague and thus offers tailor-made solutions throughout CEE. In addition, the firm has long-standing cooperation agreements with leading international law firms worldwide. The full-service law firm was founded in 1979 and is represented in Austria by offices in Vienna, Baden and Salzburg, where it employs around 100 staff, including around 50 lawyers. Contact bpv Hügel Rechtsanwälte GmbH Alina Burlacu PR and Communications T: +43 1 26050-0 M: [email protected] https://www.bpv-huegel.com

EAVISTA is acquiring 75.1% of the shares in card complete Service Bank AG from UniCredit Bank Austria and Raiffeisen Bank International. Vienna, 19 February 2025. bpv Huegel advises EAVISTA Beteiligungsverwaltungs GmbH on the acquisition of 75.1% of the shares in card complete Service Bank AG. card complete Service Bank AG is a leading provider of credit card and payment solutions for private and corporate customers. The share purchase agreement was concluded on Monday this week, with UniCredit Bank Austria AG (50.1%) and Raiffeisen-Invest-Gesellschaft m.b.H. (25.1%) (group company of Raiffeisen Bank International AG) selling their shares to EAVISTA. AVZ GmbH (AVZ Privatstiftung) remains as shareholder. Closing of the share purchase agreement is expected to take place after approval by the regulatory authorities. For the credit card portfolios of customers of UniCredit Bank Austria and banks of the Austrian Raiffeisen sector the two selling shareholders (UniCredit Bank Austria and Raiffeisen Bank International) entered into an agreement with card complete to offer credit cards directly to those customers. EAVISTA Beteiligungsverwaltungs GmbH is owned by Arif Babayev, a British entrepreneur, and is managed together with Nurlan Zhagiparov, co-founder of the UK-based payment services provider DNA Payments Limited. The two experts in financial technology and innovation have more than 20 years of experience in the banking and financial services industry. “The team of bpv Huegel guided us to the signing of this transaction with their outstanding market and in-depth transactional expertise in the banking and payment services sector,” comments Arif Babayev. “We are very pleased to have supported EAVISTA with the experienced team around Arif Babayev and Nurlan Zhagiparov in this landmark transaction in the Austrian payment services industry”, emphasises Christoph Nauer, partner at bpv Huegel leading on the transaction. card complete For more than 40 years, card complete has played a leading role in shaping cashless payment transactions in Austria. As the only fully integrated services provider in Austria and one of the top providers in the market, card complete combines with the strategy “complete” all elements of the cashless payment value chain – from the processing of card-based payment transactions and a versatile product range of credit cards to acquiring solutions for stationary point-of-sale and e-commerce. The highest level of security and service in all matters is top priority. card complete offers credit cards from Visa, Mastercard and, exclusively, Diners Club. With its nationwide network of acceptance partners, it accepts Visa, Visa Debit, V PAY, Mastercard, Mastercard Debit, Maestro, JCB, Diners Club, Discover, American Express, UnionPay, Bluecode and Alipay. Diners Club has been a fully integrated member of card complete Service Bank AG since October 2022. DC elektronische Zahlungssysteme GmbH also belongs to the card complete group. www.cardcomplete.com Transaction team of bpv Huegel The transaction team of bpv Huegel, led by Christoph Nauer (Corporate/M&A, Finance&Regulatory) and Thomas Lettau (Corporate/M&A), included Barbara Valente (Corporate/M&A, Finance&Regulatory), Roland Juill (Corporate/M&A), Nicolas Wolski (Tax), Kornelia Wittmann (Tax, Finance&Regulatory), Gerhard Fussenegger, Philipp Stengg (both Merger Control/FDI), Ingo Braun (Finance & Regulatory), Johannes Mitterecker (Corporate/M&A), Paul Pfeifenberger (Labour Law), Walter Niedermueller (Labour Law), Sonja Duerager (Data Protection, IP/IT), Tim Pasternak (Corporate/M&A), Lucas Hora (Corporate/M&A, Tax Law), Daniel Maurer (Corporate/M&A). A team from DORDA, led by Christoph Brogyányi and Christian Ritschka, advised UniCredit Bank Austria AG. Binder Grösswang (Thomas Schirmer and Mona Holzgruber) represented Raiffeisen Bank International AG on the transaction. About bpv Huegel As one of Austria's leading law firms, bpv Huegel advises national and international clients in all sectors. It is regarded as the first address for highly complex mandates, the handling of which requires specialised tax and legal knowledge, many years of experience and economic understanding. With its Brussels office, bpv Huegel has a competence centre for EU law, European merger and antitrust law as well as regulatory and public procurement law located directly at the European institutions. bpv Huegel is a member of the "bpv LEGAL" alliance with offices in Bratislava, Bucharest, Budapest and Prague and thus offers tailor-made solutions throughout CEE. In addition, the firm has long-standing cooperation agreements with leading international law firms worldwide. The full-service law firm was founded in 1979 and is represented in Austria by offices in Vienna, Baden and Salzburg, where it employs around 100 staff, including around 50 lawyers. Contact bpv Hügel Rechtsanwälte GmbH Alina Burlacu PR and Communications T: +43 1 26050-0 M: [email protected] https://www.bpv-huegel.com  

The bpv Huegel team led by Elke Napokoj advised the founder and the shareholders of EVK DI Kerschhaggl GmbH (“EVK”). The bpv Huegel team provided comprehensive advice including deal structuring, contract drafting, contract negotiations and all steps up to the closing. EVK is an Austria-based technology company specializing in industrial sensor-based sorting and inspection systems. Among other applications, EVK's innovative technology is used in food processing, plastics recycling and material sorting. Headwall Photonics, Inc. (“Headwall”), part of the Headwall Group and a portfolio company of Arsenal Capital Partners, an American private equity fund, is a global leader in high-performance spectral imaging solutions and optical components. EVK’s innovative hyperspectral and inductive sensor technologies as well as data analysis expertise complement Headwall Group’s existing products and commitment to advancing hyperspectral imaging applications and AI-driven interpretation software in machine vision and remote sensing markets. The transaction was closed on 31 December 2024. Advisors to EVK: bpv Huegel – Elke Napokoj (Lead, Corporate/M&A), Victoria Huf (Corporate/M&A), Sonja Dürager (IP/IT), Astrid Ablasser-Neuhuber (Competition Law), Gerhard Fussenegger (Competition Law), Sebastian Reiter (Competition Law), Walter Niedermüller (Labour Law), Raphael Lehner (Corporate/M&A). EVK M&A Team: Rabel & Partner GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft – Markus Pellet. Advisors to the Buyer: Schönherr Rechtsanwälte.  

A transaction team of bpv Huegel advised RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung eGen (RWA eGen) on the acquisition of shares in RWA Raiffeisen Ware Austria Aktiengesellschaft (RWA AG) from BayWa Aktiengesellschaft (BayWa AG).The sale of key international holdings such as RWA AG is part of the transformation concept of stock-listed BayWa AG. RWA eGen is acquiring the approximately 47.53% stake in RWA AG at a purchase price of EUR 176 million, thereby increasing its current stake of around 49.99% in RWA AG. On 27 December 2024, the share purchase agreement was concluded between BayWa AG, its wholly owned subsidiaries BayWa Austria Holding GmbH and BayWa Pensionsverwaltung GmbH on the one hand, and a holding company of RWA eGen on the other. RWA eGen also holds the majority stake in Raiffeisen Agrar Invest AG, which is the second-largest shareholder in BayWa AG with a stake of around 28.3%. The closing of the share purchase agreement is subject to, inter alia, merger control approvals. RWA AG operates as a producer, service provider and retailer in the business areas of agriculture, technology, energy, building materials and home & garden. As the umbrella organisation of the Austrian Lagerhaus cooperatives, RWA AG provides them with a comprehensive range of services in the aforementioned areas. In addition, RWA AG holds a wide range of participations and subsidiaries in Austria and selected Eastern European countries. The transaction team at bpv Huegel, led by partners Christoph Nauer (Corporate/M&A, Capital Markets), Thomas Lettau (Corporate/M&A) and Astrid Ablasser-Neuhuber (Merger Control), included Nico Wolski (Tax), Johannes Mitterecker (Corporate/M&A), Ingo Braun (Finance & Regulatory), Roland Juill (Corporate/M&A, Capital Markets), Barbara Valente, Anna Zirkler, Daniel Maurer, Patrick Nutz-Fallheier (all Corporate/M&A), Stefan Holzweber and Philipp Stengg (both Merger Control). RWA eGen was advised on German law by FPS Rechtsanwälte, Frankfurt (Daniel Herper). BayWa AG was advised by a team from Jones Day, Munich (Maximilian P. Krause, Alexander Ballmann, Jürgen Beninca).  

In October this year, the Shareholders’ Meeting of S IMMO AG resolved upon the squeeze-out of minority shareholders in exchange for cash compensation in accordance with the Austrian Squeeze-out Act. The squeeze-out took effect upon entry in the commercial register on 3 December 2024. The S IMMO shares of the minority shareholders will be transferred to IMMOFINANZ AG as the main shareholder. At the same time, S IMMO's listing on the Vienna Stock Exchange ended. bpv Huegel advised IMMOFINANZ on the entire squeeze-out process and delisting. IMMOFINANZ Group is a commercial real estate group whose activities are focused on the office and retail segments of eight core markets in Europe: Austria, Germany, Poland, Czech Republic, Slovakia, Hungary, Romania and the Adriatic region. Its core business includes the management and development of real estate. IMMOFINANZ Group owns real estate assets worth around EUR 8.0 billion, which are spread across approximately 470 properties. The company is listed on the Vienna (leading index ATX) and Warsaw stock exchanges. Further information: https://www.immofinanz.com. The bpv Huegel team was led by Christoph Nauer and Roland Juill (both Corporate/M&A, Capital Markets) and included Barbara Valente (Corporate/M&A, Capital Markets), Nicolas Wolski (Tax Law), Lucas Hora (Tax Law) and Daniel Maurer (Corporate/M&A, Capital Markets). IMMOFINANZ has engaged PwC Advisory Services GmbH (Viktoria Gass, Matthias Eicher) for the valuation. BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft (Kurt Schweighart and Raffaela Uhl) acted as court appointed expert auditor. S IMMO was advised by DORDA (Christoph Brogyányi and Andreas Mayr). bpv Huegel’s corporate and capital markets team advised IMMOFINANZ during the squeeze-out process to increase its stake in S IMMO – acquisition of approx. 38% of S IMMO shares from CPI Property Group SA for a purchase price of approx. EUR 608.5 million. Through this transaction, together with the squeeze-out, IMMOFINANZ Group now acquires all shares in S IMMO.  

The experienced tax partner Nicolas Wolski (42) will take over as Head of Tax at bpv Huegel with November 2024. Nicolas has been a leading expert in tax law at bpv Huegel for six years. He also has many years of experience working for major international law firms, including Freshfields Bruckhaus Deringer, Graf von Westphalen and the US law firm Willkie Farr & Gallagher. Nicolas is dual-qualified as a lawyer and tax advisor in both Austria and Germany. Nicolas has worked closely with the former head of the practice, Gerald Schachner, for the past few years. Gerald will leave his position at bpv Huegel after 14 years at the end of October 2024 to set-up his own law firm. “We are looking forward to continuing to work with Nicolas in his new role. As Head of Tax, he will lead the further development of the practice group. Our goal is to give it an even stronger international focus. I would also like to thank our partner and friend Gerald for his significant contribution to the successful development of bpv Huegel’s tax practice,” said Christoph Nauer, Co-Managing Partner at bpv Huegel. Nicolas will continue to be supported in his new role by Kornelia Wittmann, also tax partner. She has been with bpv Huegel for over twelve years and previously worked for Big Four tax advisory firms for many years. She is also dual qualified as a tax advisor and lawyer in several jurisdictions. The tax practice of bpv Huegel is a leading practice and has top positions in national and international rankings such as JUVE, ITR World Tax, Chambers Europe and Legal 500. As recently as September 2024, the ITR tax team was named “Tax Litigation Law Firm of the Year – Austria” and “Transfer Pricing Law Firm of the Year – Austria”. 40 years ago, bpv Huegel was one of the first Austrian law firms to focus on integrated tax advice. “I would like to thank my partners for their trust. It is of course an honour to take over the lead of the practice group from Gerald. It’s unfortunate that he is leaving. We as a team, but also I personally, are very grateful to him for his always respectful and friendly support, especially in my early years at bpv Huegel. I am looking forward to my new role”, said Nicolas Wolski, new Head of Tax at bpv Huegel.  

The Reverse Share Split at a ratio of 10:1 to reclassify the company's share capital was resolved at the Annual General Meeting on 14 June 2024. Ten existing shares were merged into one new share (10:1). The Reverse Share Split was successfully completed on the first trading day of the new shares on the SIX Swiss Exchange on 30 September 2024. The ams OSRAM Group (SIX: AMS), is a leading global supplier of innovative lighting and sensor technologies. Its portfolio includes high-quality semiconductor-based light emitters, sensors, CMOS ICs, and software as well as a range of traditional lighting technologies for automotive and speciality applications. Headquartered in Premstätten/Graz (Austria) and co-headquartered in Munich (Germany), the ams OSRAM Group generated revenues of EUR 3.6 billion in 2023 and is listed on the SIX Swiss Exchange as ams-OSRAM AG. bpv Huegel advised ams OSRAM on corporate and capital markets. The team was led by Christoph Nauer (Partner, Corporate/M&A, Capital Markets), Barbara Valente (Corporate/M&A, Capital Markets) and Roland Juill (Corporate/M&A, Capital Markets). Matthias Lack (VP & Head of Legal Corporate) was responsible for the Reverse Share Split in-house at ams OSRAM.  

The IMMOFINANZ Group acquired a further approx. 38% of S IMMO shares from CPI Property Group SA for a purchase price of around EUR 608.5 million.   Vienna, 3 October 2024. bpv Huegel advised IMMOFINANZ on the further increase of its shareholding in S IMMO AG. IMMOFINANZ Group acquired a further 28,241,094 shares in S IMMO AG from its core shareholder CPI Property Group SA (CPIPG), thereby increasing its shareholding by around 38% to approximately 89%. The purchase price for the transaction amounts to EUR 608.5 million, which corresponds to a price of EUR 21.55 per S IMMO share. This results from the cash compensation of EUR 22.05 to be paid to the minority shareholders of S IMMO AG in the course of the planned squeeze-out less a discount of EUR 0.50 per share. The transaction will be partly financed through a long-term credit facility of EUR 500 million at market conditions provided to IMMOFINANZ by CPIPG. The transaction agreements were signed on 25 September 2024 and the closing was subsequently completed. IMMOFINANZ Group is a commercial real estate group whose activities are focused on the office and retail segments in eight core markets in Europe: Austria, Germany, Poland, the Czech Republic, Slovakia, Hungary, Romania, and the Adriatic region. Its core business includes property management and development. The real estate portfolio of IMMOFINANZ Group has a value of approximately EUR 8.2 billion and covers 490 properties. The company is listed on the Vienna (leading index ATX) and Warsaw stock exchanges. Further information: https://www.immofinanz.com. The bpv Huegel team was led by Christoph Nauer (Corporate/M&A, Capital Markets) and included Barbara Valente (Corporate/M&A, Capital Markets), Roland Juill (Corporate/M&A, Capital Markets), Ingo Braun (Finance & Regulatory), Nicolas Wolski (Tax) and Daniel Maurer (Corporate/M&A, Capital Markets). CPI Property Group S.A. was advised by Wolf Theiss (Florian Kusznier, Claus Schneider). bpv Huegel's corporate and capital markets team is also advising IMMOFINANZ on the ongoing squeeze-out of S IMMO. Upon completion of the squeeze-out, IMMOFINANZ Group would become a 100% shareholder of S IMMO.  

The ITR Tax Awards recognise the best tax consultants and tax lawyers every year. bpv Hügel was awarded twice this year. London/Vienna, 20 September 2024. bpv Huegel's tax team was honoured as ‘Tax Litigation Law Firm of the Year - Austria’ and ‘Transfer Pricing Law Firm of the Year - Austria’ at the ITR Tax Awards in London. The team already won the ‘Tax Disputes Firm of the Year - Austria’ award in 2021 and 2022. Last year, the work was crowned with the ‘Tax Firm of the Year - Austria’ award. ‘We are particularly proud of the fact that we have been one of the top tax firms in Austria for years and have been honoured twice this year. The awards show that our tireless commitment to excellence is not only recognised in Austria, but also beyond,’ says Gerald Schachner, head of the tax group. Kornelia Wittmann, tax partner, is delighted: ‘The fact that we have now been honoured by ITR a total of five times in the last four years is a very special success.’ Nicolas Wolski, tax partner, adds: ‘We tax partners are very proud of this team success, which is possible above all because all team members have been contributing to it for years with their outstanding performance. We are therefore particularly pleased that all team members have also been individually ranked by ITR.’ The International Tax Review, the leading publication for the tax industry, annually honours the most successful tax law firms in the EMEA region (Europe, Middle East and Africa). This year, the ITR Tax Awards were presented for the 20th time. In addition to the size and innovative strength of the law firms, a jury of experts assessed the complexity of the projects handled.      

Paul Pfeifenberger (36) specialises in real estate and has been with bpv Huegel since 2015.  04 September 2024. Law firm bpv Huegel is strengthening its circle of partners in real estate and has appointed Paul Pfeifenberger as a partner. His focus is on non-profit property developers as well as real estate developers and industrial companies in transactions with project properties and the entire value chain of property development projects. Paul Pfeifenberger also advises on labour & employment with a focus on corporate transactions, where he also brings a profound practical experience from his previous work in the Organisation of the Chamber of Commerce. Christoph Nauer, Co-Managing Partner of bpv Huegel, congratulates the new partner: “I am particularly pleased that Paul Pfeifenberger started at bpv Huegel as an associate. He has done outstanding work in recent years and has made a significant contribution to our success. We are delighted that he is now one of the partners in our firm.”