First cross-border merger of German cooperatives onto a European Cooperative Society – Noerr advises Arla Foods on reorganization of its cooperative membership structure

Noerr has advised the Danish parent cooperative of the Arla Foods Group, Arla Foods amba, on the cross-border merger of its German members MUH Arla eG and Hansa Arla Milch eG by the formation of a Danish European Cooperative Society (SCE), namely Arla Foods 2018 SCE.

Other participating cooperatives in the merger were the Group’s British member The UK Arla Farmers Cooperative Limited as well as its two Belgian members Büllinger–Sankt Vither Molkereigenossenschaft and EUREGIO Arla Genossenschaftsmolkerei. The merger was registered with the Danish Business Authority on 1 October 2018.

The merger of Arla Food’s central European and British local cooperatives onto a single SCE is the first of the two steps towards the farmers direct membership in Arla Foods amba. The second contemplated step is the merger of Arla Foods SCE 2018 onto Arla Foods amba which shall be consummated shortly. The aims of the reorganization are, inter alia, the harmonization of the European farmers membership, reduction of complexity and the strengthening of the farmer-owned status.

Arla Foods is a global dairy cooperative owned by more than 13,500 dairy farmers from Sweden, Denmark, Germany, the UK, Belgium, Luxembourg and the Netherlands. Besides, Arla is the world’s largest producer of organic dairy products and the third largest dairy company in Germany.

By merging MUH and HANSA onto Arla Foods 2018 SCE, German cooperatives have for the first time been involved in a cross-border merger of large cooperatives by the formation of a SCE governed by the SCE Regulation which has been in force since 2006.

Inhouse: Andreas Ilum (Denmark), Dr. Till Knappke, Markus Brinker (Düsseldorf)

Advisors for Danish law: Kromann Reumert

Arne Møllin Ottosen, Casper Jensen, Daniel Loft Rasmussen (all Corporate, Copenhagen)

Advisors for German law: Noerr LLP

Dr Jens Liese (lead), Dr Sebastian Schürer, Malte Schirm (all Corporate), Christian Becker-Pennrich (Tax, all Düsseldorf)

Advisors for UK law: Burges Salmon LLP (Alan Barr, Camilla Usher-Clark, Briony Barber);  Advisors for Belgian law: Matray, Matray & Hallet (Gautier Matray)