Technology and Media

Mergers & Acquisitions Technology and Media
Business Transfers within
Technology and Media
Bringing together experience and commercial insight
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Complicated made
easy
Technology and licensing are increasingly important in
are not only accomplished in handling transactions, but also
business. Companies often have multiple contracts and
bring unique industry skills to help parties cut to the core of
licensing agreements for IT, patents, trademarks and the
a business transfer or investment process.
like. But while these technical arrangements can be complicated, buying, selling or investing in technology and
Our advisers have helped facilitate venture capital invest-
media businesses doesn’t have to be. With the right market
ments and business acquisitions of all sizes and had a hand
information and insight into how technology arrangements
in most of the major transactions in the technology and
work, the entire process – from negotiation to completion
media industries in recent years. They also bring practical
– can be more efficient, effective and, simply put: easier.
experience from their specialty fields – whether from
serving on the board of a company, helping to grow a start-
Partnering with Kromann Reumert allows you to approach
up enterprise or drafting IT or IP contracts.
transactions with confidence. Whether you’re buying or
selling a small, medium or large business in Denmark or
abroad, or financing or investing in a company, we can help.
If you’re a buyer, investor or financier, we can help you quick-
Specialists, not just lawyers
ly gain an overview of a target company. If you’re selling a
While other law firms have a general mergers and acquisi-
the business, find the best transaction structure and create
tions department, we go one step further with a specialist
team within Mergers & Acquisitions – the Technology and
technology or media business, we can help you streamline
documentation that firmly protects your interests.
Media Group. The Group is made up of legal experts who
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Not only about the law
A business transfer or investment is also about people. We
realise that our role is to improve co-operation and communication between people on both sides of a transaction.
We help clients make critical assessments on a legal and
commercial basis, like selecting the right transaction structure or financing alternative. You can rely on us to act as a
valuable sparring partner from start to finish.
Kromann Reumert’s Mergers & Acquisitions –
Technology and Media Group assist in:
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Due diligence
Design and implementation
non-disclosure agreements
Hedging risks is about information. Kromann Reumert’s
Our approach is specific and focused. Because we regularly
letters of intent
Mergers & Acquisitions – Technology and Media Group
assist with technology and media transactions, our team is
transfer or investment agreements
organises due diligence reviews that thoroughly investi-
familiar with the complex terminology involved and can draw
guarantee catalogues
gate target businesses. We aim to provide real value to
on a wealth of accumulated and up-to-date knowledge.
shareholders’ agreements
an investor, buyer or seller by directing the scope of our
due diligence reports
inquiries to focus on the core problem areas of the target
Clients can be sure that we know what to look for, what
management or key employee agreements and
business. Our investigations are designed to ensure that
to aim for, and how to achieve it without getting lost in
incentive programmes.
no problems or disputes arise after the transfer that could
technical details.
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Advice
• from the very beginning
Transactions need sufficient planning. Involving us at an
streamlining the business for sale (including structural
early stage means we can help potential buyers or investors
adjustments)
decide whether a transaction is beneficial, even before
monitoring external influences on a transfer or invest-
negotiations begin.
ment
result in lengthy and expensive legal proceedings.
We offer concentrated resources that only need small teams
We assist by:
• analysing business documents and carrying out external inquiries (including searching public registers)
• interviewing core management
• negotiating a business transfer
or investment agree-
ment that uses our findings to protect your interests
• following up on outstanding due diligence tasks after
selecting the best transaction structure and methodi-
We know when contracts conform to market standards and
cally planning the process (including advice for sale
our lawyers are familiar with market players. In practice, our
by auction)
preliminary research can identify up to 80 percent of the
thorough due diligence, including liaising with public
potential risk areas relating to a target business. And identi-
Where relevant, we work in close cooperation with other
authorities and contractual parties
fying problems sooner rather than later saves you time
specialist groups in Kromann Reumert – such as legal
completing the transfer or investment and care-
and money.
experts in tax, finance and securities, employment law, real
for core areas because our lawyers are specialists within
their segment of M&A. And this allows us to be competitive
on pricing.
We’re also available when you need us, with around the
clock service.
completion of the transfer or investment.
fully integrating the target business into the buyer’s
estate and competition law (including for notifications to
organisation
Danish and foreign competition authorities).
preparing and reviewing licensing agreements and
creating and negotiating key legal documents, such as:
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Transactional IT support
Kromann Reumert’s Mergers & Acquisitions – Technology and Media Group
advises on business transfers in which IT systems play a major role. Many of our
lawyers have direct experience in IT that helps them understand issues from both
the legal and practical sides.
We have significant experience in:
• transitional service agreements for a successful transfer
• separation and implementation of the transferring
enterprise’s IT systems, including associated licences and data.
A full range of services – besides legal
Different clients have different needs. We aim to match our services to each
assignment. When clients need complex project matters resolved, we call on our
team of Project Centre professionals. Particularly valuable for large and complex
cases, their skills can be a decisive factor in successful case administration.
The Project Centre can:
• improve efficiency in project planning, management and coordination,
logistics (including deadlines and deliveries), communication, and resource
allocation
• arrange physical and virtual data rooms to house important documents.
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Recent
transactions
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eBay, Den Blå Avis, Bilbasen
Kromann Reumert has assisted online marketplace eBay in its
purchase of Den Blå Avis (Denmark’s free advertising newspaper),
Bilbasen (Denmark’s biggest and most visited car site) as well
as affiliated companies in Denmark, Sweden and the UK. The
sellers were newspaper magnate Karsten Ree and others. The
transaction is the largest-ever ”Classified Business” transaction,
strengthening eBay’s already strong position in Europe in this field.
SBS Broadcast, TV2
Kromann Reumert assisted SBS Broadcast Danmark when
the company purchased selected assets from TV2 Radio.
The purchase involved a transfer of the licence to provide
national radio broadcasting services to a new company
jointly owned by TV2 Radio A/S and SBS Broadcast
Danmark A/S.
Nordisk Film Valby A/S
Kromann Reumert assisted Nordisk Film Valby A/S in its acquisition
of 50% of the share capital in Zentropa Folket ApS. Zentropa Folket
ApS is a leading Danish film production company partially owned
by Peter Aalbæk Jensen and Lars von Trier.
Lyse
Kromann Reumert acted for the Norwegian broadband
company Lyse, assisting its subsidiary Altibox in the
acquisition of the private customers of MidtVest
Bredbånd, together with setting up the contractual
telecommunications framework.
Milestone Systems
Kromann Reumert acted for Milestone Systems, the market-leading
vendor in IP-based video surveillance software, and its principal
shareholders in raising DKK 127 million from Index Ventures in a
pre-IPO round.
Deltaq A/S, Combilent
Kromann Reumert assisted Danish telecommunications
component provider Combilent A/S in an auction process
that resulted in the sale of a 74% controlling interest in
the company to Deltaq A/S, a Danish private equity fund.
Zyb
Kromann Reumert acted for three-year-old mobile-based social
network Zyb and its principal shareholders in the sale of all its shares
to Vodafone. Making Vodafone’s first move into social networking,
the transaction amount was EUR 31.5 million.
Via Venture Partners, DdD retail
Kromann Reumert acted for the Danish-based ICT venture
fund Via Venture Partners in connection with its acquisition
of approximately 50% ownership in DdD retail, a software
house focusing on point-of-sale and backoffice solutions
for retailers.
Cisco
Kromann Reumert acted for Cisco in its acquisition of the Danish
software development house Divitech, a specialist in solutions for
the broadcasting industry.
Egmont, Bonnier
Kromann Reumert acted for Egmont in connection with
its purchase of Bonnier, a transaction that made Egmont
one of the two largest publishing houses in Denmark and
Norway.
Via Venture Partners, Medotech
Kromann Reumert acted for Via Venture Partners in connection with
its investment in the Danish medical device company Medotech.
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KROMANN REUMERT’S ORGANISATION
BANKING AND
FINANCE LAW
COMPLIANCE, CSR AND
CORPORATE GOVERNANCE
CAPITAL MARKETS
DIRECT AND
INDIRECT TAXES
COMMERCIAL AND
COMPANY LAW
EMPLOYMENT AND
LABOUR LAW
COMPETITION LAW
ENERGY LAW
KROMANN REUMERT SETS THE STANDARD
INTERDISCIPLINARY EXPERT TEAMS
Kromann Reumert is Denmark’s premier law firm with
Sometimes our clients need access to experts across
offices in Copenhagen, Aarhus, London and Brussels. As at
more than one practice group. For these projects, our
April 2010, we have more than 600 dedicated employees
lawyers work together to provide seamless service across
and over 300 lawyers working together as a team to
the different areas. We also emphasise the importance of
service our clients.
understanding the commercial aspects of each individual
case for the benefit of our clients.
Our practice currently covers 27 different business
areas, but we continuously review and develop the areas
It is our mission to provide focused, value-adding
we cover to match our clients’ needs. Our objective is to
solutions and advice.
be Denmark’s premier legal adviser within each individual
business area. Good is not enough – it is our vision to set
ENVIRONMENTAL LAW
AND PUBLIC LAW
GERMAN DESK
INSOLVENCY AND
REORGANISATION
INSURANCE AND
TORT LAW
LITIGATION AND
ARBITRATION
the standard.
EQUAL DIVISION
It is a fundamental principle among Kromann Reumert’s
partners that the firm’s profits are divided equally. This
IP
IT AND OUTSOURCING
LIFE SCIENCE - BIOTECH
AND PHARMACEUTICALS
MARITIME AND
TRANSPORTATION LAW
MERGERS AND
ACQUISITIONS
MERGERS AND ACQUISITIONS TECHNOLOGY AND MEDIA
PRIVATE CLIENTS
PUBLIC PROCUREMENT
REAL ESTATE
AND CONSTRUCTION LAW
SPORTS, MEDIA
AND ENTERTAINMENT
SUCCESSION PLANNING
TELECOMMUNICATIONS
OUTBOUND SERVICES
“ONE-STOP SHOP” SERVICES
ensures that there is never any internal competition
At Kromann Reumert, each business area is serviced by a
between partners or groups. And we are always in a
separate practice group. Every practice group is headed by
position to allocate the best available skills and resources to
a partner who works closely together with their team to
each case.
develop skills and strengthen knowledge in that particular
area. Having so many specialist resources gathered in one
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SHIPPING
firm enables us to constantly renew our services and stay
up to date with emerging trends in Denmark and abroad.
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CONTACT
Christina Bruun Geertsen, PARTNER
Mergers & acquisitions – technology and media
Capital Markets Group
Commercial and company law
Life Sciences
Direct: +45 38 77 43 26
Mobile:
+45 20 10 63 69
E-mail: [email protected]
Profile
Christina Bruun Geertsen was born in 1971 and joined Kromann Reumert in 1999. A specialist in
capital and securities markets and mergers and acquisitions, Christina also handles general commercial and company law issues. She advises Danish and foreign industrials, equity and venture
funds and financial businesses on public share offerings, disclosure and insider trading rules for
listed companies, investments, and business acquisitions and sales – including public tender offers
and auction processes.
contacts
CONTACT
Jan Hvarre, PARTNER
Mergers & acquisitions – technology and media
Energy law
IP
IT and outsourcing
Telecommunications
Direct: +45 38 77 43 38
Mobile:
+45 20 19 74 23
E-mail: [email protected]
Profile
Jan Hvarre was born in 1970 and joined Kromann Reumert in 1998. Focusing on IT, intellectual
property law and marketing law, Jan provides advice on IT contracts, IT tendering and procurement,
intellectual property rights, licensing agreements, e-law and the Internet, and personal data. He has
also handled transactions involving the sale and acquisition of IT companies.
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Bent Kemplar, PARTNER
Mergers & acquisitions – technology and media
Capital Markets Group
Commercial and company law
CONTACT
Direct: +45 38 77 43 56
Mobile:
+45 24 86 00 68
E-mail: [email protected]
Vagn Thorup, PARTNER
Mergers & acquisitions – technology and media
Capital Markets Group
Commercial and company law
IT and outsourcing
Mergers and acquisitions
Private Clients
CONTACT
Direct: +45 38 77 44 45
Mobile:
+45 40 15 51 18
E-mail:
[email protected]
Profile
Profile
Bent Kemplar was born in 1972 and joined Kromann Reumert in 2000. Bent specialises in capital
and securities markets and mergers and acquisitions, and also handles commercial and company
law. He has worked as an external lecturer at the University of Copenhagen and is a contributor to
Fakta Selskaber, a handbook on Danish company law.
Vagn Thorup was born in 1950. He has been a partner with Kromann Reumert since 1980. Vagn’s
primary areas of expertise are stock exchange law, company law, IT law and mergers and acquisitions, and his clients include a range of Danish and international industrial and financial businesses.
He also handles general commercial law matters and serves on the board of selected companies in
the IT industry. Vagn has been named as one of the industry’s leading advisers in IT and Technology
Law.
Martin Dahl Pedersen, PARTNER
Mergers & acquisitions – technology and media
IP
Litigation and arbitration
Sport, media and entertainment
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CONTACT
Direct: +45 38 77 43 88
Mobile:
+45 24 86 00 17
E-mail: [email protected]
Torben Waage, PARTNER
Mergers & acquisitions – technology and media
IT and outsourcing
Telecommunications
CONTACT
Direct: +45 38 77 45 60
Mobile:
+45 40 61 08 86
E-mail:
[email protected]
Profile
Profile
Martin Dahl Pedersen was born in 1969 and became a partner with Kromann Reumert in 2002. His
Born in 1967, Torben Waage became a partner with Kromann Reumert in 2001. He advises on
specialty areas are media and entertainment law and copyright. Martin handles transactional and
business transfers and investments, primarily in the IT and telecom sector, and works with regulatory
contentious work, including litigation, for clients from all media sectors. He has appeared before
issues for telecommunications. Torben’s expertise includes telecommunication and IT agreements
the Danish Supreme Court and the European Court of Justice in a high profile case on the digital
such as IPR transfers, licensing and outsourcing agreements. He is also a certified IT mediator and
exploitation of works.
Kromann Reumert’s Knowledge Management Partner.
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Phone: Fax:
E-mail: Phone: Fax:
E-mail: +45 70 12 12 11
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[email protected]
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[email protected]
Århus
Brussels
Kromann Reumert
Rådhuspladsen 3
DK-8000 Århus C
Denmark
Kromann Reumert
Rue du Luxembourg 3
B-1000 Brussels
Belgium
Phone: Fax: E-mail: Phone: Fax:
E-mail: +45 70 12 12 11
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[email protected]
+32 2 501 07 00
+32 2 501 07 01
[email protected]
Kromann Reumert’s vision is ”We set the standard”. Good is not enough - we want to be the best. We provide value-adding solutions and advice with full involvement and
commitment. We get there by focusing on quality, business know-how, spirited teamwork, and credibility. We are Denmark’s leading law firm, employing more than 600 staff
members, 300 of whom are lawyers. Our offices are located in Copenhagen, Aarhus, London and Brussels.
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www.kromannreumert.com