First SPAC Ever Listed on the Frankfurt Stock Exchange in IPO

February 4, 2010

Cleary Gottlieb acted as counsel to Wendel and Helikos in the €200 million initial public offering of Helikos, a Luxembourg-based Special Purpose Acquisition Company (SPAC) that began trading on the Frankfurt Stock Exchange on February 4.

Helikos is the first SPAC ever listed on the Frankfurt Stock Exchange and is one of only a handful of SPACs to have been listed in Europe and marketed primarily to European investors. The offering was the largest IPO on the Frankfurt Stock Exchange since July 2008.

The principal sponsor of Helikos is Wendel, a prominent family-controlled European listed investment company with over 300 years of history that is the lead shareholder in companies including Saint Gobain, Bureau Veritas and Legrand. The other sponsors of the SPAC are Prof. Dr. Dr. h.c. Hermann Simon, a well-known German management consultant and author of a series of well-known books on “hidden champions” – companies that are leaders in niche markets but not well known to the public – and Roland Lienau, former co-head of German equity capital markets for Deutsche Bank.

Helikos will seek to invest in a non-listed German company valued at between €300 million and €1 billion that it believes is, or has the potential to become, a “hidden champion.” Helikos will have 24 months to complete a business combination, with a possible extension to 30 months if a letter of intent for a business combination is signed within 24 months.

The Helikos structure included a number of innovative features, including a phased vesting schedule for the founding shares purchased by the sponsors. The founding shares will convert to public shares in three installments, the first upon consummation of a business combination, and the second and third when the post business combination share price of the company reaches specified thresholds.

The units were offered to the public in France, Germany and Luxembourg and internationally in private placements including under Rule 144A in the United States.

Deutsche Bank, HSBC Trinkaus & Burkhardt and I-Bankers Securities acted as underwriters for the offering.