Oppenhoff advises Raiffeisen Agrar Invest AG, anchor shareholder of BayWa AG, on successful restructuring and capital increase in StaRUG proceedings

Oppenhoff has provided comprehensive advice on stock corporation and capital market law to Raiffeisen Agrar Invest AG, one of the main anchor shareholders of BayWa Aktiengesellschaft, and its direct and indirect shareholders in connection with the restructuring of BayWa AG. The company is being restructured in proceedings pursuant to the German Act on the Stabilisation and Restructuring Framework for Businesses (StaRUG) and this includes, among other things, an obligation on the part of the anchor shareholders to participate in a capital increase in two tranches.

At the end of January 2025, BayWa AG notified the Munich Local Court of a restructuring plan under the StaRUG. The restructuring plan, which was submitted in April 2025, was accepted on 15 May 2025 by the majority of the approximately 300 financial creditors affected by the plan and was confirmed by the Munich Local Court at the beginning of June 2025. A key component of the restructuring plan is a capital increase of up to €201.6 million, which will strengthen BayWa AG's equity base in the long term and support the company's strategic realignment. The anchor shareholders had committed to securing minimum proceeds of €150 million as part of the capital increase.

Oppenhoff advised Raiffeisen Agrar Invest AG, which previously held a shareholding of around 28% in BayWa AG, and its shareholders on stock corporation and capital market law aspects of their participation in the capital increase and coordination with German Federal Financial Supervisory Authority (BaFin). Due to the increased participation following the capital increase, Raiffeisen Agrar Invest AG would normally have been required to make a mandatory offer to the remaining shareholders of BayWa AG according to Section 35 of the German Securities Acquisition and Takeover Act (WpÜG). However, Oppenhoff successfully obtained an exemption from the offer obligation from BaFin in accordance with Section 37 WpÜG, as the shares were acquired in connection with the restructuring of BayWa AG.

Raiffeisen Agrar Invest AG was advised on the insolvency and restructuring law aspects by the law firm FPS under the lead of lawyer Daniel Herper.

The Oppenhoff team, led by Dr. Günter Seulen (equity and capital market law), included Antonia Timpanidis (corporate/M&A) and Dr. Matthias Klefisch (restructuring).

Oppenhoff's stock corporation and capital market law team advises listed and unlisted stock corporations, SEs and KGaAs on all issues relating to corporate and capital market law. We support our clients in particular in the preparation and implementation of annual general meetings, capital measures, restructuring and in matters of corporate governance and compliance with capital market law obligations.

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