Transmashholding to Acquire Bergen Engines From Rolls-Royce

Cleary Gottlieb represented Transmashholding (TMH) in a proposed acquisition of 100% of Bergen Engines from Rolls-Royce for approximately €150 million.

While for Rolls-Royce the transaction follows a strategic review announced in February 2020, for TMH, it is a part of strategy to diversify its business activities, expand its product portfolio and international footprint.

The transaction was signed in February 2021 and is expected to close in the second half of 2021.

Headquarated in Norway, Bergen Engines’ business includes a medium-speed engine factory, service workshop, and foundry in Norway; engine and power plant design capability; and a global service network spanning more than seven countries spreading from USA and Mexico to India and Bangladesh. Since 1946, Bergen Engines has supplied over 7,000 engines to marine and power generation customers worldwide, of which around 4,000 are still in operation. Bergen Engines has been a part of Rolls-Royce since 1999 and has approximately 950 employees, with the majority based in Bergen, Norway.

TMH is Russia’s largest manufacturer of locomotives and rail equipment in Russia and the world’s fourth-largest mobility company. It offers a wide selection of products and services ranging from design and development of rolling stock to turnkey maintenance services and digital traffic control systems. It also supplies passenger trains and coaches, metro cars, locomotives, engines, and components to railway operators and manufacturers in 30 countries. Established in 2002, TMH employs 100,000 people across 25 sites in Russia and worldwide, and has its offices in Moscow, Switzerland, Hungary, Belarus, Kazakhstan, South Africa, Egypt, Argentina, and Cuba. TMH is a privately owned company with four Russian individuals collectively holding 80%, while Alstom, a French multinational company operating in the rail transport markets and a shareholder in TMH since 2011, holds the remaining 20%.

Rolls-Royce is a British multinational civil aerospace, power systems, and defence company. Rolls-Royce has customers in more than 150 countries, comprising more than 400 airlines and leasing customers, 160 armed forces, 70 navies, and more than 5,000 power and nuclear customers.