Rembrandt Holdings and Elster Group in the $276 Million Secondary Offering of Elster’s American Depository Shares

April 13, 2011

Cleary Gottlieb represented Rembrandt Holdings S.A. (Rembrandt) and Elster Group SE (Elster) in the secondary offering of 18.4 million American Depository Shares (ADS) by Rembrandt, Elster’s majority shareholder. The offering priced on April 7 and closed on April 13.

Rembrandt offered these ADSs to the public in the United States and to institutional investors outside the United States. The shares were sold at a public offering price of $15 per ADS.

Deutsche Bank Securities, Goldman Sachs and J.P. Morgan acted as joint book-running managers for the offering. Co-lead managers of the transaction were Baird, Cannacord Genuity, Piper Jaffray and Stephens Inc.

Elster is one of the world’s largest electricity, gas and water measurement and control providers, with products and solutions widely used by utilities in the traditional and Smart Grid markets. In September 2010, Cleary Gottlieb represented Elster and Rembrandt on Elster’s IPO which was a registered offering in the United States.