Frankfurt—Global law firm Dentons has advised Noratis AG (“Noratis”), a leading portfolio developer of residential real estate listed on the open market of the Frankfurt Stock Exchange and based in Eschborn near Frankfurt, on an investment agreement with the real estate investor and asset manager ImmoWerk Holding GmbH, Frankfurt (“IMMOWERK”).

The investment agreement was concluded in connection with the entry of IMMOWERK as a new major shareholder of Noratis. The previous major shareholder Merz Real Estate GmbH & Co. KG (“Merz”) has sold its 35.6 percent stake in Noratis to IMMOWERK as part of a share purchase agreement; in addition, IMMOWERK has received from Merz an option to acquire a further 35.6 percent stake in Noratis.

Under the investment agreement, IMMOWERK undertakes to contribute cash funds of €16 million to Noratis by the end of July 2025 through appropriate capital measures. The agreement ensures that all claims of Noratis against Merz, as set out in the investor and subscription agreement dated 2 July 2024/14 August 2024, remain unaffected. This applies in particular to Merz's obligation to contribute up to €16 million to Noratis through a capital increase under certain conditions, which will only be considered fulfilled once €16 million is contributed to Noratis.

The entry of IMMOWERK as a major shareholder is expected to provide Noratis with the necessary financial support to continue its operations as a listed real estate company.

A team from Dentons’ Frankfurt office provided comprehensive legal advice to Noratis. The team regularly advises the real estate company on matters of stock corporation law and in the context of capital market transactions.

Advisors to Noratis AG

Dentons (Frankfurt): Corporate/M&A, Capital Markets: Dr. Robert Weber (Partner, Lead), Greta Gauch (Senior Associate);

Noratis AG (Inhouse): Oliver Tollkühn

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