Partners Markus Fellner and Lukas Flener of Fellner Wratzfeld & Partners advised Casinos Austria Aktiengesellschaft on taking aboard Novomatic AG. More than one year after adopting the basic resolution, the general meeting of shareholders of Casinos Austria Aktiengesellschaft granted the necessary final approval of the transfer of 17.2 percent of the shares of Casinos Austria Aktiengesellschaft to Novomatic AG.

MTB Privatstiftung now has the go-ahead for transferring its 17.2 percent share package to Novomatic AG, after more than a year following the consent given by the general meeting of shareholders of Casinos Austria Aktiengesellschaft in principle, yet subject to several conditions. The relevant approval was adopted by the shareholders at an extraordinary general meeting held on 14 December 2016. Prior to this, the numerous conditions imposed by the general meeting of shareholders in 2015 had to be dealt with and a dispute between bidders had to be resolved.

‘Achieving this important intermediate objective was made possible by the excellent cooperation among all parties involved in the transaction and their advisors. With a tight regulatory framework in numerous countries, a challenging shareholder structure and the existing competition between the companies involved, the transaction was an extra challenge’, says Markus Fellner.

The Cartel Court’s negative first-instance ruling in merger control proceedings that is currently under appeal and being reviewed by the Austrian Supreme Court in its capacity as higher anti-trust court does not prevent this first acquisition; at 17.2 percent, the current acquisition is below the threshold relevant under merger control law. As a precautionary measure taken in this respect, the indirect shareholding of Novomatic AG in Österreichische Lotterien Gesellschaft m.b.H. was reduced to half its current size.

Anti-trust expert Lukas Flener: ‘The proceedings under merger control law have been particularly challenging as regards advising the target and continue to be so. Although these proceedings are conducted autonomously by the acquiring party it still had to be ensured that the target can maintain its business secrets without being cut off from any information as the outcome of the proceedings has a material effect on the target.’

Numerous other regulatory and merger control law conditions were successfully dealt with by fwp and Casinos Austria Aktiengesellschaft in cooperation with the acquiring party and international law firms over the last few months; this paved the way for this first acquisition of a shareholding by Novomatic AG.

At sales revenues of EUR 3.6 billion, Casinos Austria and Österreichische Lotterien Group generated an operating income of EUR 100.45 million in the 2015 business year. This is 45 percent up from the previous year’s figure and the best result in the company’s history spanning almost 50 years. Director General Dr. Karl Stoss forecasts another income increase by over 25 percent for 2016.