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Climate Tech: Clifford Chance advises Ariston on the acquisition of Centrotec

Ariston Holding N.V., a global leader in sustainable solutions for thermal comfort, has signed a binding agreement with Centrotec SE for the acquisition of 100% of the share capital of thermal engineering company Centrotec Climate Systems GmbH. International law firm Clifford Chance has advised Ariston on the German law aspects of the transaction, which constitutes Ariston’s largest acquisition in the company’s history.
Via its renowned brands Wolf, Brink, Pro-Klima and Ned Air, CENTROTEC Climate Systems is a leading player in the supply of heating, ventilation, air-handling and combined heat & power solutions, with circa 2,500 people employed and a well-established presence in Germany, in the Netherlands and a solid exposure to many other European markets.
Ariston Group is a global leader in sustainable solutions for hot water and space heating, components and burners. In 2021 the group reported almost EUR 2 billion revenues, 8,000 employees and representative offices in 43 countries. Ariston Group is listed on Euronext Milan since November 2021.
The transaction will entail the in-kind contribution to Ariston of the entire shareholding in CENTROTEC Climate Systems in consideration of the subscription by CENTROTEC of 41,416,667 Ariston’s ordinary shares and a cash-out by Ariston of EUR 703 million. The newly issued shares will be issued through a dedicated capital increase, will represent approximately 11.1% of the Ariston’s issued shares and 2.6% of the total voting rights.
Closing of the transaction is subject to customary conditions precedent, such as authorizations by competent authorities and is envisaged for 31 December 2022.
Italian law firm Pedersoli Studio Legale with equity partner Professor Eugenio Barcellona, junior partner Leonardo Bonfanti, associates Carlo Ranotti and Michela Borgogno and trainees Antonio Nisi and Giulia Ambrosiani as well as equity partner Davide Cacchioli, partner Alessandro Bardanzellu and trainee Martina Oricco acted as lead counsel to its client Ariston coordinating a multijurisdictional team of legal advisors including Houthoff for Dutch aspects and ODI Law for Croatian aspects.
The Clifford Chance team was led by partners Sandra Thiel (Frankfurt), Christoph Holstein (Düsseldorf, both Corporate/M&A) and Dimitri Slobodenjuk (Antitrust, Düsseldorf), and further comprised counsel Moritz Petersen, senior associates Natalie Hemberger (both Frankfurt), Yannick Frost (Düsseldorf, all Corporate/M&A) and Arne Gayk (Antitrust, Düsseldorf), associate Viktoria Dillmann, senior transaction lawyer Carina Soesanto and transaction lawyers Felix Neumann and Niklas Schmitz (all Corporate M&A, Frankfurt), partner Stefan Simon, counsel Christopher Fischer (both Frankfurt) and senior associate Alexander Stemmler (Düsseldorf, all Employment), partner Claudia Milbradt and senior associate Nicolas Hohn-Hein (both IP, Düsseldorf), partner Christian Keilich and senior associate Amrei Fuder (both Real Estate, Frankfurt) as well as legal project manager Esther Giesbrecht (Düsseldorf).

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