Heuking Kühn Lüer Wojtek advises on the implementation of a domination agreement between listed companies

On the 2. August 2010 the domination agreement between syskoplan AG (Gütersloh, Germany) and Reply S.p.A. (Turin, Italy) entered into force.

With this step Reply S.p.A., the majority shareholder in the sense of Section § 291 para. 1 German Act on Stock Companies (AktG), becomes the dominating company and strategic business partner of the dominated syskoplan AG. The cooperation of both partners will be expanded significantly in the future, so that a European network will be created, that may achieve bigger synergies on the IT markets. 

Due to the domination agreement the shareholders of syskoplan AG will receive, independent of the operating profit of the company, an annual guaranteed dividend of net EUR 0.45. Alternatively, they have the possibility to sell their shares at a price of EUR 8.19 to Reply S.p.A.

syskoplan AG develops integrated software solutions for enterprises. Having a main focus on the German speaking part of Europe the company is realising software projects for major enterprises and leaders in the field. syskoplan provides IT support for processes in the customer relationship management, so that standard software will be refined, completed and integrated.  

The consultancy, system integration and application management company Reply S.p.A. is leading in the planning and installation of solutions based on new communication ways and digital media. The organisation model is based on a net of controlled companies having a focus on the different services of the range of services. 

Advisors: Heuking Kühn Lüer Wojtek; Dr. Lothar Ende (lead),Dr. Thorsten Kuthe (capital market law), Dr. Kai Erhardt (corporate law and capital market law), Madeleine Zipperle (capital market law), Jochen Jungbluth (tax), Christoph A. Lohmann, Dipl.-Kfm. (tax).