Hoffmann & de Vries provide expert advice on corporate law matters and M&A transactions. Together,

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2 P ersonal A dvice in C orporate and M&A Hoffmann & de Vries provide expert advice on corporate law matters and M&A transactions. Together, Stefan Hoffmann and Kolja de Vries have more than 30 years of experience in handling complex M&A transactions and corporate structures. As partners of Rittstieg Rechtsanwälte and later Gleiss Lutz, they have closely collaborated in various corporate law and M&A matters. Since 2013 they are successfully continuing their well proven concept within their own firm. 2

3 E xpertise The firm s clients comprise entrepreneurial individuals as well as family-owned businesses, listed corporations and private equity and venture capital funds. M&A Hoffmann & de Vries advise on corporate acquisitions and divestitures, investment agreements, mergers and other business combinations as well as joint venture projects. CORPORATE REORGANISATION The firm provides advice on corporate reorganisations of any kind including, amongst others, mergers, hive-downs, spin-offs, squeeze-outs and capital measures. CORPORATE LITIGATION Hoffmann & de Vries represent their clients in corporate litigation particularly in connection with post M&A disputes and shareholder actions. FURTHER CORPORATE MATTERS The firm also advises on corporate matters outside of M&A transactions and reorganisations. Besides corporate housekeeping, this includes the preparation of expert opinions on complex corporate law issues. 3

4 D r. S tefan H offmann LAWYER, PARTNER T M E stefan.hoffmann@hdv-law.com D r. S tefan H offmann Stefan Hoffmann studied law at the University of Münster and, thereafter, was a research fellow and lecturer at the University of Düsseldorf. From 1999 to 2003, he was an associate at the Hamburg office of Freshfields Bruckhaus Deringer, interrupted by a one-year secondment to Debevoise & Plimpton in New York in 2001/2002. From 2003 to 2010, he worked with Rittstieg Rechtsanwälte in Hamburg, since 2004 as a partner. Subsequently, he was a partner with Gleiss Lutz until he established Hoffmann & de Vries at the beginning of

5 D r. K olja de V ries LAWYER, PARTNER D r. K olja de T M E kolja.devries@hdv-law.com V ries Kolja de Vries studied law at the University of Bayreuth, where he was a research fellow and lecturer thereafter. From 2004 to 2010, he worked with Rittstieg Rechtsanwälte, from 2010 as a partner. In 2009, he was seconded to Sullivan & Cromwell in New York. From 2010 to 2012, he was a partner with Gleiss Lutz. At the beginning of 2013, he established Hoffmann & de Vries. 5

6 T op T ransactions United Internet on the acquisition of the Polish market leader in web hosting home.pl, transaction volume approx. EUR 155 million (2015) Nemetschek AG on the acquisition of the US-American software company Bluebeam, transaction volume approx. USD 100 million (2014) United Internet on the acquisition of Versatel, transaction volume approx. EUR 1.12 billion (2014) United Internet on the acquisition of a participation in Rocket Internet, transaction volume approx. EUR 450 million (2014) United Internet on the acquisition of the Spanish web hosting- and cloud specialist Arsys, transaction volume approx. EUR 140 million (2013) United Internet on the sale of its participation and its reinvestment in Versatel, transaction volume approx. EUR 63 million (2011/2012) United Internet on the acquisition of the broadband business of freenet, transaction volume approx. EUR 125 million (2009) United Internet on the sale of twenty4help, transaction volume approx. EUR 85 million (2007) United Internet on the acquisition of the British market leader in web hosting Fasthosts, transaction volume approx. GBP 61.5 million (2006) United Internet on the acquisition of the portal business of WEB.DE, transaction volume approx. EUR 333 million (2005) 6

7 c ore B rands of our c lients 7

8 R eferences M&A NEMETSCHEK AG on the acquisition of the Finnish software company Solibri (2016) Gustav Zech Stiftung on the acquisition of Imtech Deutschland (2015) United Internet on the acquisition of the Polish market leader in web hosting home.pl, transaction volume approx. EUR 155 million (2015) United Internet on the mutual participation with ProSiebenSat.1 in Virtual Minds AG (2015) Nemetschek AG on the acquisition of the US-American software company Bluebeam, transaction volume approx. USD 100 million (2014) United Internet on the acquisition of Versatel, transaction volume approx. EUR 1.12 billion (2014) United Internet on the acquisition of a participation in Rocket Internet, transaction volume approx. EUR 450 million (2014) Shortcut on the acquisition of a participation in ZenGuard (2014) Reinecke family on the sale of SIGCO Warenhandelsgesellschaft mbh to Acomo (2014) Nemetschek AG on the acquisition of hartmann technologies GmbH (2014) Nemetschek AG on the acquisition of a participation in Sablono (2014) United Internet on the acquisition of a participation in uberall (2014) United Internet on the second financing round of ProfitBricks (2014) United Internet on the acquisition of a participation in epages (2014) United Internet on the acquisition of a participation in 9Cookies (2013) Nemetschek AG on the acquisition of Data Design System (2013) Zech Group on the acquisition of enterprise parts from the insolvency of Alpine Bau Deutschland AG (2013) United Internet on the acquisition of the Spanish web hosting- and cloud specialist Arsys (2013) 8

9 R eferences M&A Shareholder of a construction company in Northern Germany on the disposal of a participation (2013) United Internet on the acquisition of a participation in Open-Xchange (2013) Runa Capital on the acquisition of a participation in Auxo (2012) Flint and other shareholders on the sale of Sportal (2012) DocuWare on the investment of an US private equity fund (2012) United Internet on the sale of its participation and its reinvestment in Versatel (2011/2012) Cramo on the acquisition of Theisen-Group (2011) United Internet on the acquisition of US mail.com (2010) United Internet on the acquisition of a participation in ProfitBricks (2010) Elbe Partners on the acquisition of Oswald Metzen GmbH (2010) Zech Group on the acquisition of the Brasilian business of Hochtief (2009) AdLink/Sedo on the sale of its display business to French Hi-Media by way of a paper deal (2009) United Internet on their bid for Strato (2009) United Internet on their bid to Telecom Italia for Hansenet (2009) United Internet on the acquisition of the broadband business of freenet, transaction volume approx. EUR 125 million (2009) Mori Seiki on its cooperation with Gildemeister (2009) Swiss Goldbach Media on the public takeover offer to the shareholders of ArboMedia (2008) Zech Group on the sale of Dreyer and Hillmann (2008) MPC on the public takeover offer to the shareholders of HCI (2008) 9

10 R eferences M&A AdLink/Sedo on the acquisition of Italian DomainsBot (2008) United Internet on the acquisition of a participation in Virtual Minds (2008) United Internet on the acquistion and the subsequent sale of a participation in Jimdo (2008) United Internet on the acquisition of a participation in United Domains (2008) United Internet on the attempted takeover of freenet (2007/2008) Zech Group on the sale of Geniatech (2007) von Oertzen family on the sale of their family-owned company (2007) United Internet and other shareholders on the sale of NTPlus (2007) United Internet on the sale of twenty4help, transaction volume approx. EUR 85 million (2007) Broadnet with regard to the public takeover by and the subsequent merger with QSC, including representation in shareholder actions (2007) United Internet with regard to the joint venture Maxdome with ProSieben/Sat.1 (2006) United Internet on the acquisition of a participation in Fotolia (2006) United Internet on the acquisition of the British market leader in web hosting Fasthosts, transaction volume approx. GBP 61.5 million (2006) United Internet on the acquisition of a participation in Big Point/e-sport (2006) United Internet on their bid for AOL Germany (2006) Möhrle family on the sale of Max Bahr to Praktiker and Moor Park, transaction volume > EUR 1 billion (2006) comdirect on the acquisition of the asset gathering business of American Express (2005) United Internet on the acquisition of the portal business of WEB.DE, transaction volume approx. EUR 333 million (2005) 10

11 R eferences C orporate R eorganisation TecDAX-company on the introduction of SE-structures in sub-groups (2014/2015) United Internet Ventures on the squeeze-out of Sedo Holding AG (2013/2014) United Internet on various reorganisation matters (2013 to 2015) United Internet on the separation of its access business (2011) United Internet on the reorganisation of its portal business (2010) Car dealer in Northern Germany on the reorganisation of its family-owned company (2010) AdLink/Sedo on its group reorganisation (2009) HanseChemie on the separation of its nano technologies business into Nanoresins (2006) R eferences C orporate L itigation United Internet in appraisal proceedings regarding the squeeze-out of Sedo Holding AG (2014/2015) Representation of major shareholders of a car dealer in Northern Germany in corporate litigation (2012) Representation of a private investor in corporate litigation regarding various corporations (2010 to 2012) Representation of Infineon Technologies in litigation with the insolvency administrator of Qimonda (2011/2012) Representation of MPC in shareholder actions in connection with a capital increase (2009/2010) Representation of a paper and timber dealer in corporate litigation and advice on the dissolution of various business combinations (2006 to 2012) Representation of various owners of convertible bonds in connection with the Philipp Holzmann insolvency (2005) 11

12 Hoffmann & de Vries Partnerschaft von Rechtsanwälten mbb Innocentiastraße Hamburg Germany T F E W info@hdv-law.com