amalphi AG’s All Shares Acquisition In medondo AG

Heuking Kühn Lüer Wojtek advised amalphi AG in connection with the acquisition of all shares in medondo AG

The shareholders’ meeting of amalphi AG resolved the capital measures required for the acquisition, thus paving the way for the transaction. The acquisition of medondo AG, a provider of a self-developed, cloud-based software solution for the medical sector, will allow amalphi AG to expand its business into a fast-growing segment.

the amalphi AG shareholders’ meeting resolved a mixed cash and non-cash capital increase of up to EUR 6,078,905.00 by issuing up to 6,078,905 new shares to acquire the remaining about 83 percent. The amalphi AG shareholders will be granted the statutory subscription right at a ratio of 5:7. The new shares not subscribed by shareholders in the context of the subscription offer will be offered to medondo shareholders against contribution in kind by contributing their respective medondo shares. Up to 1,698,913 new shares are to be issued as part of the cash capital increase and 4,379,992 new shares as part of the capital increase against contribution in kind. As additional consideration for the contribution of their shares, medondo shareholders will receive three convertible bonds of amalphi AG (mixed contribution in kind), whose (mandatory) conversion will only occur if medondo AG achieves certain pre-defined staggered sales targets by December 31, 2023. Depending on the degree to which those targets are achieved, up to 9,715,664 additional new shares of amalphi AG will be issued to medondo shareholders as a result of possible conversions.

amalphi AG, headquartered in Munich, is a manufacturer-independent specialist provider of multi-vendor warranty extensions for professional IT users. Founded in 2003, the company has more than 25,000 servers under maintenance and serves more than 250 mostly internationally operating customers.

Hanover-based medondo AG develops and markets a fully integrated cloud-based software solution for the medical sector in the form of a modular practice management system. As a provider of a new generation of practice management software, the company enables product customization and offers customer care and support through product-related services including training, consulting, maintenance, and support.

Heuking Kühn Lüer Wojtek’s team included Dr. Thorsten Kuthe (Picture – Lead, Capital Markets), Christopher Görtz, Anna Richter, LL.M., Sascha Beck, Dr. Gero Lingen (all Capital Markets), all Cologne, Dr. Andreas Lenz, Bastian Rieck (both Corporate/M&A), both Cologne and Dr. Katharina Prasuhn (Corporate /M&A), Hamburg.

Involved fees earner: Sascha Beck – Heuking Kühn Lüer Wojtek; Christopher Görtz – Heuking Kühn Lüer Wojtek; Thorsten Kuthe – Heuking Kühn Lüer Wojtek; Andreas Lenz – Heuking Kühn Lüer Wojtek; Gero Lingen – Heuking Kühn Lüer Wojtek; Katharina Prasuhn – Heuking Kühn Lüer Wojtek; Anna Richter – Heuking Kühn Lüer Wojtek; Bastian Rieck – Heuking Kühn Lüer Wojtek;

Law Firms: Heuking Kühn Lüer Wojtek;

Clients: amalphi AG;