GÖRG advised PartnerFonds AG on the sale of a significant proportion of its shares in the listed company Blue Cap AG. These were sold to a large number of PartnerFonds shareholders, including a major shareholder.

The transaction was based on PartnerFonds AG repurchasing its own shares in exchange for Blue Cap AG shares, which are traded on various stock exchanges and listed in the SCALE and m:access segments. This was initially established in a resolution by the annual general meeting in the summer of 2025 to repurchase own shares. In November 2025, this was followed by a public share exchange offer to all PartnerFonds shareholders, whereby PartnerFonds offered to acquire its own shares in exchange for Blue Cap shares. Due to the large number of offer recipients, it was also necessary to publish a securities prospectus approved by BaFin.

The transaction was complex from a legal and banking perspective. The repurchase was based on a resolution by PartnerFonds’ annual general meeting to redeem shares in accordance with the provisions on the reduction of share capital. This meant that the otherwise frequently applicable limit of a maximum of 10% of shares for repurchases did not have to be observed. However, the chosen structure resulted in a six-month statutory blocking period for implementing the share exchange. Close coordination with BaFin and Clearstream Europe AG was essential to completing the transaction by the end of 2025.

As a result, the share exchange offer was accepted for a total of 806,336 (corresponding to 66%) of the 1,217,076 Blue Cap shares held by PartnerFonds. PartnerFonds was thus able to reduce its shareholding in Blue Cap from 27.1% to approximately 9.2%. This enabled PartnerFonds to successfully complete an important step in the liquidation process.

A GÖRG team led by Hamburg-based partner Prof Dr Stephan R. Göthel advised PartnerFonds AG throughout the entire transaction process. PartnerFonds has relied for many years on Stephan R. Göthel as a trused advisor at its annual general meetings as well as in the areas of corporate law and M&A.

Quirin Privatbank AG acted as exclusive tender agent for the transaction.

Advisors PartnerFonds AG

GÖRG Partnerschaft von Rechtsanwälten mbB
Prof Dr Stephan R. Göthel, LL.M. (Cornell) (Lead, Partner, Corporate/M&A, Hamburg)
Dr Bernt Paudtke (Partner, Corporate/Capital Markets Law, Munich) 
Dr Lutz Pospiech (Partner, Capital Markets Law, Munich)
Dr Stefan Heyder (Partner, Corporate, Munich)
Tobias Reichenberger (Counsel, Capital Markets Law, Munich)
Felix Schmidt (Senior Associate, Corporate/M&A, Hamburg)
Jonas Böttger (Senior Associate, Capital Markets Law, Munich)

Quirin Privatbank AG
Holger Clemens Hinz (Head of Capital Markets Law, Frankfurt am Main)
Andreas Donner (Director Capital Markets Law, Frankfurt am Main)
Carsten Peter (Director Corporate Finance, Frankfurt am Main)