UBE Corporation on its acquisition of LANXESS’ Urethane Systems business

Baker McKenzie has advised UBE Corporation, a Japanese chemical company based in Tokyo, on its acquisition of LANXESS' Urethane Systems business (LANXESS Deutschland GmbH, head office: Germany, "LANXESS") for a purchase price of approximately EUR 460 million. With this transaction, LANXESS exits its last remaining polymer business. The transaction is expected to be completed in the first half of 2025, subject to the approval of the relevant authorities.

UBE Corporation, founded in 1897, is a manufacturer of chemical products and molding machinery. Its chemical business ranges from basic chemicals to advanced, high-performance products. The UBE Group comprises around 140 companies with around 8,000 employees worldwide and the fiscal year ending March 2024 sales of JPY 4.682 billion. The company is listed on the Tokyo Stock Exchange.

LANXESS is a leading specialty chemicals company with sales of EUR 6.7 billion in 2023. The company currently has about 12,600 employees in 32 countries. LANXESS' core business is the development, manufacturing and marketing of chemical intermediates, additives and consumer protection products.

The Urethane Systems business consists of six manufacturing sites globally as well as application laboratories in the US, Europe and China with a total of around 400 employees and estimate net sales for the fiscal year ending December 2024 of EUR 265 million. UBE Corporation will take over all operations from LANXESS.

"Thanks to the close network between our office in Tokyo and other Baker McKenzie offices worldwide, we were able to seamlessly support our client in its acquisition of the Urethane Systems business from a single source," commented Baker McKenzie Frankfurt office partner Dr. Johannes M. Baumann, one of the three lead partners for the transaction. "This acquisition will enable our client to further develop the Urethane Systems business under its umbrella and help it achieve new growth."

Baker McKenzie's M&A team regularly advises on international transactions. Most recently, Baker McKenzie advised GNMI on its agreement to acquire the surface solutions business from Merck KGaA; Mitsubishi Tanabe Pharma on the sale of the European Argatroban business, Uniwater on the acquisition of 4 pipes GmbH, VINCI Energies on the acquisition of the Fernao Group, KD Pharma Group on its acquisition of the marine lipids business from dsm-firmenich in exchange for a minority stake in the company; Freaks 4U Gaming on its strategic acquisition by NODWIN Gaming, Saab on a new investment in Helsing, Trane Technologies on strategic investment in Trailer Dynamics, AURELIUS on the acquisition of Dayco Propulsion Solutions, EQT Life Sciences on a EUR 128 million Series B2 financing of Tubulis GmbH, Knorr-Bremse AG on the sale of a majority stake in Kiepe Electric GmbH and Transcom on the acquisition of timeframe.

Legal advisor to UBE Corporation:

Baker McKenzie

Lead:

Corporate/M&A: Dr. Johannes M. Baumann (partner, Frankfurt), Christian Atzler (partner, Frankfurt), Tetsuo Tsujimoto (partner, Tokyo)

Team:

Corporate/M&A:Dr. Christian Vocke (partner, Frankfurt), Dr. Richard Raoul Stefanink (partner, Düsseldorf), Masahiro Inaba (partner, Tokyo), Byron Frost (partner, Tokyo), Dr. Markus Mörtel (associate, Frankfurt), Dr. Jan Gutsche (associate, Düsseldorf), Dr. Valentin L. Fischer (associate, Frankfurt), Dr. Julian de Leve (associate, Frankfurt), Jessica Buchholz (associate, Frankfurt), Celina Anna Zaim (senior associate, Düsseldorf)

IP/IT:Patrick H. Wilkening (partner, Düsseldorf), Dr. Moritz Sutterer (associate, Munich), Dr. Markus Hecht (counsel, Frankfurt), Anela Winzig (associate, Frankfurt)

Employment: Dr. Christian Reichel (partner, Frankfurt), Dr. Sebastian F. Pfrang (associate, Frankfurt), Jan Kammler (associate, Frankfurt)

Regulatory:Dr. Nicolas Kredel (partner, Düsseldorf), Dr. Florian Kotman (senior associate, Düsseldorf), Markus Mossmann (associate, Düsseldorf), Dr. Alexander Ehrle (senior associate, Berlin)

Banking & Finance:Matthias Töke (partner, Frankfurt), Saskia Ilzhöfer (associate, Frankfurt)

Commercial & Trade:Katharina Spenner (partner, Munich), Joachim Fröhlich (counsel, Munich), Hannah Mack (associate, Munich)

Public Law:Dr. Katharina Weiner (partner, Berlin)

Real Estate:Dr. Daniel Bork (partner, Düsseldorf), Moritz Jander (associate, Düsseldorf)

Tax:Christoph Becker (partner, Frankfurt), Ariane Schaaf (counsel, Frankfurt)

Data Protection/IT:Simone Rieken (partner, Frankfurt), Aileen-Sophie Zengler (associate, Frankfurt)

as well as our offices in Amsterdam, Chicago, London, Milan, Rio de Janeiro, São Paulo, Shanghai, Sydney, Washington D.C. and Taipei