Allianz calls on Shearman for merger, rejig advice

Shearman & Sterling‘s German offices have combined forces to advise longstanding client Allianz as it merges with Italian subsidiary Riunione Adriatica di Sicurtà (RAS) and undergoes a full-scale reorganisation.

Led by Shearman’s Düsseldorf-based German managing partner Georg Thoma, the pan-German team includes lawyers in the firm’s Frankfurt, Munich and Mannheim offices, as well as three associates in Rome.

Italian independent Chiomenti is advising RAS on the €5.7bn (£3.84bn) merger, which will see Allianz buy the 44.5 per cent share in the company it does not already hold. The acquisition is by way of a voluntary cash tender offer to RAS shareholders.

At the same time, Allianz, currently a German listed company, will become a Societas Europaea (European company), meaning the insurer becomes one company across the EU. Allianz is the largest organisation so far to make this move. The conversion will mean changes to Allianz’s corporate governance structure, although the company is maintaining its two-tier management and supervisory board structure. It should make the process of a cross-border merger with RAS much smoother.

Shearman has long been Allianz’s main corporate adviser, and this deal consolidates the relationship. In 2001 a team led by Thoma advised Allianz on its mammoth €23bn (£15.5bn) acquisition of Dresdner Bank.

Dresdner Kleinwort Wasserstein, Goldman Sachs and Mediobanca are advising Allianz, while Merrill Lynch is acting for RAS.