The deals

Clifford Chance advises German Federal Ministry on Covid-19 contact tracing app

Germany’s Corona-Warn-App, which seeks to identify and disrupt potential Covid-19 infection chains, was rolled out in Germany in June following advice by law firms including Clifford Chance (CC) and DLA Piper. Positive test results logged by users prompt notifications for those who have been in contact with the infected person.

Clifford Chance advised the German Federal Ministry of Health on product implementation, including navigating legal issues concerning open source licensing and drawing up contracts between German software multinational SAP and backend operators Deutsche Telekom – the largest telecommunications company in Europe by revenue.

The CC team was made up of partner Markus Muhs (corporate, Munich), Ulrich Reese (corporate/healthcare, Düsseldorf), senior associate David Schwenneker and associate Michael Kümmel (both corporate, Munich), partner Claudia Milbradt and senior associate Nicolas Hohn-Hein (both IP, Düsseldorf) and partner Thomas Voland (public law, Düsseldorf).

SAP and Deutsche Telekom were advised by DLA Piper and Waldeck Rechtsanwälte respectively, as well as their own in-house teams. Dr. Frank Roth (contract law) represented DLA Piper, whilst the team from Waldeck Rechtsanwälte consisted of Thomas Fischer (IT) and Jens-Holger Petri (contract law).

Muhs commented: “We are proud that our expertise in the technology and healthcare sector has contributed to the rapid implementation of the Corona-Warn-App. The app is a crucial part of the fight against the Covid-19 pandemic. The innovative integration of the open source community has enabled the Federal Ministry of Health to create maximum transparency.”

Osborne Clarke steps up for Anchore’s first expansion outside the US

Osborne Clarke has advised Santa Barbara-based Anchore on its expansion into the UK with the opening of an office for its sales and customer support teams.

Anchore’s DevSecOps software is used to bolster security from small, open-source operations to large teams in highly regulated industries. The Anchore Engine automates software container audits by scanning and processing container images, while Anchore Enterprise, a separate container workflow solution based on Anchore Engine, seeks to audit and verify compliance in real time as part of policy-based compliance approaches. The company’s partners include GitHub, Red Hat, Nvidia, Ebay, Cisc and Atlassian.

The Osborne Clarke team was led by senior associate William Devenish (international expansion and growth) with support from associate Rachael Oakley (employment), both US. In the UK, partner Michael Carter (incentives), legal director Fiona Sweeting (corporate), senior associates Hannah McCarthy (IP), Luolan Dong (tax), associate Simon Downes (commercial) and company secretarial assistant Rubal Singh assisted their efforts.

Raft of firms advise BC Partners on IMA Group investment

White & Case and Kirkland & Ellis are among the firms advising on the take-private of Bologna-based Industria Macchine Automatiche (IMA). The deal will see BC Partners take a 20% share of private equity outfit Società Finanziaria Macchine Automatiche (SOFIMA), which owns just over 50% of IMA, in a transaction set to close this November. The parties will then launch a mandatory tender offer for outstanding IMA shares.

The deal values IMA, a leader in the design and manufacture of automatic machines for the processing and packaging of pharmaceuticals, cosmetics, food, tobacco, tea and coffee, at roughly $3.4 billion.

BC Partners was advised by White & Case on the M&A, financing, capital markets and regulatory aspects and Kirkland & Ellis on negotiations with co-investors.

SOFIMA’s shareholders were represented by Nctm Studio Legale.

The White & Case teams were led by partner Michael Immordino (Milan and London) and partner Leonardo Graffi (Milan). The M&A advice was led by Immordino and Graffi with partners Ferigo Foscari and Alessandro Seganfreddo and associates Andrea Pretti, Angelo Messore, Sara Scapin and Cristina Riva (all Milan), Caitlin Powell Gimpel (Milan and Chicago) and lawyers Pietro Festorazzi, Valerio Bianchi and Ioana Gaga (all Milan). Financing aspects were led by a joint UK and Milan team comprised of partners Martin Forbes and James Greene (both London), Iacopo Canino and Alessandro Nolet (both Milan), associates Nicola Chapman, Brian Dearing and Benjamin Morrison (all London) and associates Tiziana
Germinario and Bianca Caruso and lawyer Beatrice Bertuzzi (all Milan). Antitrust aspects were led by partner Axel Schulz and local partner Alexandra Rogers together with associate Tommaso Poli and lawyer Aron Senoner (all Brussels).

The Kirkland team was led by London transactional partners David Higgins and Tom Bartram and associate Henry Birch working alongside funds partner Andy Shore and associate Daniel Paul.

Sidley Austin and Fried Frank act on acquisition of Revionics by Aptos

Sidley Austin has represented the AI-powered pricing, promotion and competitive insight provider Revionics on its sale to Aptos, a retail technology solutions company. Aptos was advised by Fried Frank Harris Shriver & Jacobson. The acquisition is expected to close in September 2020 and follows the announcement in January that funds affiliated with Goldman Sachs Merchant Banking Division had agreed to buy Aptos from private equity outfit Apax Partners.

Aptos, whose customer base includes Tier 1 brands such as Ahold Delhaize, DICK’S Sporting Goods and Douglas Holding, will treat Revionics’ cloud-based price optimisation solutions as a ‘natural extension’ to its Merchandise LifeCycle Management Suit. According to Aptos, this will allow retailers to optimise every aspect of the product lifecycle.

Revionics chairman and CEO Marc Hafner said: “In this year of uncertainty, retailers need to move quickly and have the confidence to try innovative tactics, including pricing strategies. Because of this, we are seeing a record demand for our platform.”

Aptos CEO Noel Goggin added: “The only way to meet customers’ expectations while maximising revenue, margin growth and customer lifetime value is to integrate all stages of the merchandise planning cycle, including price optimisation.”

The Sidley Austin team was led by Mehdi Khodadad and Payom Pirahesh (private equity/M&A), and included Jim Warczak and Matthew Fagan (private equity/M&A), Matthew Johnson and Teresa Napoli (employee benefits), Eric Kauffman (employment), Rachel Kleinberg and Kimberly Goldman (tax), Daniel Ray (technology and IP transactions), Scott Goldstein (insurance), Karen Kazmerzak and Jamie Sadler (antitrust) and Sean Damm (global finance).

The Fried Frank team was led by corporate partner Andrea Gede-Lange and included partners Michael T. Gershberg and Robert C. Schwenkel (corporate), Nathaniel Asker and Tobias Caspary (antitrust and competition), Jason R. Ertel (executive compensation & ERISA), Amir R. Ghavi (IP and technology), Steven M. Witzel (litigation) and David I. Shapiro (tax). It also comprised special counsel Melissa A. Meyrowitz (corporate real estate), Donna Mussio (environment), Michael J. Anstett and Michael A. Kleinman (both litigation).

Cavendish Corporate Finance steps in as CaseLines is acquired by Thomson Reuters

Thomson Reuters has acquired digital evidence management platform CaseLines, which was represented by Cavendish Corporate Finance. CaseLines is a cloud-based platform for sharing documents and multimedia between justice agencies and legal teams for case preparation and courtroom presentation.

It is the leader in a $3.5 billion digital evidence sector. The acquisition of CaseLines enhances Thomson Reuters’ offerings in the courts administration space and furthers the company’s aim to deliver innovative end-to-end solutions to its legal community partners internationally.

In addition to enabling virtual hearings through videos and multimedia displays, CaseLines has also saved one billion pieces of paper to date and reduced staff costs, as well as overall trial time. The system is operational in 25 countries and boasts clients such as the UK Supreme Court, Crown Court and the Dubai International Financial Centre Courts.

The Right Honourable Lord Justice Fulford, VP of the Court of Appeal (criminal division), England and Wales, said: “CaseLines has significantly transformed our criminal justice system in the UK. Paper documents have been replaced by the CaseLines digital system and the judges are universally positive about the efficiencies this has created for everyone working in the Crown Court and the Court of Appeal. Without CaseLines it is very difficult to see how we would have been able to function during the coronavirus difficulties.”

The Cavendish Corporate Finance team was led by technology sector partner John Farrugia. 

Osborne Clarke advises DTCP on LeanIX investment

Investment management group Deutsche Telekom Capital Partners (DTCP) has been advised by Osborne Clarke on its investment into enterprise architectural software LeanIX, which was represented by PWC. The investment forms part of LeanIX’s $80 million Series D funding round, which was led by Goldman Sachs Growth, represented by Hogan Lovells. It also included previous investors Insight Partners, which was advised by Willkie Farr & Gallagher.

LeanIX provides SaaS for enterprise architecture (EA) management and multi-cloud environments. In the last 12 months, the company has opened new offices in Hyderabad, Munich and Utrecht, in addition to its existing offices in Boston and Bonn, Germany. It boasts more than 40 certified partners including Deloitte, Cognizant and PwC and 300 international customers, among them Adidas, DHL, Volkswagen and Vodafone.

The Series D round brings LeanIX’s total funding to over $120 million – a record level in the EA industry. The start-up will use the investment to continue its international growth and to further develop its complementary solutions for cloud governance.

The Osborne Clarke team consisted of Nicolas Gabrysch (corporate/VC, lead) and Nicole Preuß (corporate).

The Hogan Lovells team was made up of Dr. Volker Geyrhalter (lead), Cornelius Naumann and Dr. Julian Fridrich (all corporate/M&A).

The Willkie Farr team consisted of Dr. Stefan Jörgens, Miriam Steets (lead) and Johannes Eckhardt (all corporate/financial services). Alexander Lippert, vice president at Goldman Sachs Growth, will join LeanIX’s board of directors.

CMS helps Autolomous for seed funding round

CMS has advised Autolomous, a developer of software for cell and gene therapy manufacturers, on its seed funding round led by a US-European investor consortium.

The funding will be used to expand the functionality of its software solutions platform, AutoloMATE, and finalise the establishment of its fully integrated ecosystem.

Theo Godfrey, a corporate partner at CMS UK, commented: “We are delighted to have successfully advised Autolomous on its first round of funding. As a member of equIP Life Sciences, our accelerator programme focussed on start-ups in the life sciences sector, Autolomous will continue to receive our support as the company develops.”

Alexander Seyf, CEO of Autolomous, commented: “The CMS equIP Life Sciences Programme has allowed us to access lawyers who understand the needs of a start-up in the cell and gene therapy space and the scale of what we’re trying to achieve. With our legal foundations firmly in place, we can now concentrate on the commercial opportunities that will follow.”