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RB Reiserer Biesinger Advises on Simultaneous Sale of IT System House and its Distribution Partner
After extensive negotiations including a complete temporary abandonment of the negotiations the publicly listed Volaris Group, Toronto, Ontario, Canada, through its holding company Cultura Technologies LLC has acquired the IT system house SoftwareCompany AMIC GmbH, Kiel, Germany as well as its largest distributor, GS Computersysteme GmbH with its headquarters in southern Germany. The acquisition is intended to enable Volaris as an international provider of marked-leading software and servces to enter the German market. The acquisition contracts had been concluded in April of this year and the final integration phase and a merger of the two German companies was completed in September.
RB was legal advisor the vending shareholders of the two German companies. For RB’s M&A team having advised on this transaction is another successful project in a line of successful conclusions of international transactions. RB was trusted with performing several parts of the due diligence process (through a virtual data room), drafting and negotiating the sales contracts and prepare the English-language signing documents. One important task was to constructively coordinate the unusually high number of involved parties. From a legal perspective, before closing the deal several issues regarding IT law and anti-trust law as well issues relating to the carve-out of pension liabilities had to be resolved.
A particular feature of the transaction process that had come to a temporary standstill was the conclusion of a warranty and indemnity insurance policy by the purchaser, covering the seller’s warranties and guarantees. This policy had to be negotiated with the insurer in great detail and thus required timely preparations, as the insurance companies usually perform a due diligence of their own. Such an insurance policy is rather exceptional in German transactions. Due to the fact that now several insurance company offer such insurance policies and expectations that prices are going to fall, comparable insurance policies may be a common feature in future transactions in Germany, as well.
The purchaser was had as counsel it Swiss holding company and Taylor Wessing (Hamburg).