Global Infrastructure Partners and ADIA Agree to Acquire 72.55% Interest in European Rail Logistics Company, VTG

Posted on 06/29/2022

Global Infrastructure Partners and the Abu Dhabi Investment Authority (ADIA) inked a deal to acquire a 72.55% equity interest in VTG Aktiengesellschaft (VTG), a European railcar lessor, from Morgan Stanley Infrastructure Partners via Warwick Holding GmbH and Hamburg-based Joachim Herz Stiftung, a foundation. Joachim Herz Stiftung is the second largest shareholder of VTG AG. Part of Warwick Holding GmbH is owned by OMERS Infrastructure European Holdings B.V., a unit of Ontario Municipal Employees Retirement System. The deal values VTG at about 7 billion euros (US$ 7.4 billion) including debt.

The stake will be acquired from funds managed by Morgan Stanley Infrastructure Partners (57.55% stake) and Joachim Herz Stifung (15% stake).

Headquartered in Hamburg, Germany, VTG is a international wagon hire and rail logistics company whose more than 88,500 railcars comprise the largest privately owned fleet in Europe. VTG’s diversified fleet and pan-European operations allow it to offer services to a wide range of customers across the industrial, logistics and railway undertaking sectors. The VTG platform provides a differentiated offering to its customers through ancillary capabilities, including rail logistics and repair and maintenance.

The transaction is subject to customary regulatory closing conditions.

On October 12, 2016, Morgan Stanley Infrastructure took a 29% stake in VTG and at that time became the largest shareholder in the company. Morgan Stanley got the shares from Andreas Goer, founder of Ahaus-Alstätter Eisenbahn which was acquired by VTG AG in 2015. Goer sold all of his shares at a price of 29 Euro per share.

On July 16, 2018, Warwick Holding GmbH, an indirect subsidiary of funds advised by Morgan Stanley Infrastructure Inc., which held around 29% of the shares in VTGmade a voluntary public takeover offer to all shareholders of VTG Aktiengesellschaft at an offer price of EUR 53 per share.

In June 2019, OMERS Infrastructure invested in a 25% stake in Warwick Holding GmbH.

On July 21, 2021, Warwick Holding GmbH held shares of VTG Aktiengesellschaft in the amount of about 96.41 % of the share capital of VTG Aktiengesellschaft. On the basis of a conducted business valuation, the cash settlement offered by Warwick Holding GmbH to the minority shareholders of VTG Aktiengesellschaft for the transfer of the shares amounts to EUR 88.11 per ordinary no-par value bearer share of VTG Aktiengesellschaft. The court-appointed expert auditor confirmed the adequacy of the determined cash settlement.

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