Freshfields advises All for One Group on takeover offer by VINCI

The global law firm Freshfields has advised All for One Group SE (“All for One"), a listed, leading international consulting, IT and service provider, on the public takeover offer by VINCI group (“VINCI") for all All for One shares. VINCI is a leading international company listed on Euronext Paris and in the CAC 40, operating in the fields of construction, concessions, energy solutions and multi-technical services.

As the basis for the intended takeover offer, All for One and VINCI today concluded a Business Combination Agreement, which sets out the details of the offer process and contains arrangements for future cooperation in the event that the takeover offer is successful. The transaction is intended to accelerate All for One's development into a globally leading SAP partner for the mid-market.

As set out in the Business Combination Agreement, VINCI Energies Deutschland Enterprise Solutions AcquiCo SE (the “Bidder"), a subsidiary of VINCI S.A., intends to make a voluntary public takeover offer under the German Securities Acquisition and Takeover Act (WpÜG) in cash for all All for One shares at €67.50 in cash per All for One share. This represents a premium of approx. 104.9% over the volume-weighted average Xetra price of the All for One share over the last three months up to and including 15 July 2026. The total transaction volume amounts to approx. €336m.

The public takeover offer is subject to a minimum acceptance threshold of 75%. The Bidder has entered into market-standard agreements with Unternehmens Invest Group and further shareholders of the company, which oblige these shareholders, subject to the terms of the respective agreements, to accept the takeover offer for all All for One shares held by them, representing approx. 54.7% of the All for One shares in total. Completion of the transaction is expected in the fourth quarter of 2026, subject to regulatory clearances and other customary conditions.

Management Board and Supervisory Board of All for One welcome and support the transaction and intend — subject to their review of the offer document to be published by the Bidder — to recommend that shareholders accept the offer in their joint reasoned statement pursuant to Section 27 WpÜG.

Freshfields is advising All for One on all corporate, capital markets and regulatory aspects of the transaction and will also advise the Management Board and Supervisory Board of All for One in preparing the joint reasoned statement.

The Corporate/M&A team is led by partners Christoph H. Seibt (Hamburg) and Arne Constantin-Krawinkel (Frankfurt); it further comprises Associate Jan-Willem Koldehofe, Principal Associate Sean Tries and Associate Moritz Meyer (all Hamburg). Merger control and foreign investment control advice is provided by Partner Tobias Klose, Principal Associate Sebastian Pritzkow (both Düsseldorf) and Associate Sophie Balling (Berlin).

In-house, the transaction is accompanied by Maike Sauter (General Counsel) and John Wiederhöft (Team Lead Corporate & Capital Markets).