LUXEMBOURG Law and Practice Contributed by: Marcus Peter and Kate Yu Rao, GSK Stockmann SA
As for deals in the non-financial sector, in January 2026, Luxembourg-based EmTroniX, a developer of advanced space electronics, announced its merger with French antenna and radio frequency specialist Anywaves to form a unified industrial group. The com - bined entity will operate across France, Luxembourg and the United States, employing over 110 staff, with a focus on delivering integrated radio frequency and payload subsystem technologies to commercial, insti - tutional and defence space customers. The transac - tion reflects ongoing consolidation among European space SMEs seeking to offer fully integrated solutions. In February 2026, Eurofiber, the Dutch digital infra - structure provider, announced the acquisition of LuxNetwork, a B2B telecommunications operator based in Luxembourg, which operates a high-capac - ity DWDM network connecting Luxembourg to major European digital hubs including Frankfurt, Brussels, Paris and Amsterdam, serving financial institutions, technology companies, and media operators. In February 2026, Flix, the German mobility group known for its Flixbus and Flixtrain brands, announced it had acquired a majority stake in Flibco, the Lux - embourg-founded digital platform specialising in air - port transfers, which operates in seven countries and serves major European airports including Brussels- Charleroi, Frankfurt, Milan-Malpensa, London-Stanst - ed and Bergamo, based on an asset-light model with local partners. SLG (formerly Sales-Lentz Group), the previous majority shareholder, retains a significant minority stake and remains a strategic partner. Also in February 2026, Fielmann Group, the Hamburg- based optical and audiology giant serving around 30 million active customers through more than 1,200 points of sale in Europe and the United States, announced the acquisition of Opti-Vue, the leading exclusive vision care network in Luxembourg, which operates ten shops with around 80 employees and will continue to operate independently while benefiting from the Group’s scale and resources. The transaction reflects Fielmann’s strategy of selectively integrating local brands with strong roots while respecting their identity and operational autonomy.
Moreover, in February 2026, InPost S.A. (a Luxem - bourg-incorporated company) and a consortium com - prising Advent International, FedEx Corporation, A&R Investments Ltd. and PPF Group announced an agree - ment for an all-cash public tender offer through a Lux - embourg vehicle for all InPost shares at EUR15.60 per share, for a total transaction value of approximately EUR7.8 billion. InPost is a leading e-commerce solu - tions operator in Europe, specialising in out-of-home deliveries and automated parcel lockers. Following the transaction, the consortium will be structured with Advent at 37%, FedEx at 37%, A&R at 16%, and PPF at 10%. Completion of the transaction is expected in the second half of 2026, with the publication of the offer document anticipated in Q2 2026. The key legislation for M&A deals is the Luxembourg Law of 10 August 1915 on commercial companies, as amended (the “Corporate Law”). Since undergo - ing a comprehensive reform in 2016, this legislation has further bolstered Luxembourg’s appeal as a des - tination for M&A and joint ventures by providing an even better corporate vehicle platform. Additionally, the contractual provisions within Luxembourg’s Civil Code, governing the relationships between transac - tion parties, contribute to the country’s stable legal framework for the sale and purchase of company vehicles in Luxembourg. On 23 August 2023, the Ministry of the Economy introduced before the Luxembourg Parliament a draft bill of law No 8296 (the “8296 Bill”) regarding a man - datory ex ante notification and screening procedure for mergers concerning certain entities operating in Luxembourg. The 8296 Bill provides that any merger, acquisition or creation of a joint venture that does not fall under the EU merger control regime set out in Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between under - takings (the “EU Merger Regulation”) shall be notified in advance to the Luxembourg competition authority, if (i) the aggregate turnover realised in Luxembourg by 2. Overview of Regulatory Field 2.1 Acquiring a Company Legal Framework for the Acquisition of Luxembourg Companies
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