Defenx PLC, an emerging company in the cybersecurity, listed on the London Stock Exchange (AIM: DFX), recently announced that it has completed the acquisition of Memopal, the innovative Italian cloud storage service.
Defenx has acquired 95.2% of Memopal for a consideration paid (and an earn-out to be paid) partly in cash and partly in shares, with the aim of developing a comprehensive solution for the protection and management of data and documents for private customers and businesses.
Colonnelli de Gasperis Studio Legale, advised the 17 Sellers in all phases of this deal (structure of the transaction, Sellers’ due diligence, termsheet, drafting and negotiation of the share purchase agreement, acquisition finance, corporate governance, ancillary agreements, closing and post-closing matters) and carried out the negotiations with the advisers of the Buyer, Defenx Plc, namely PwC Legal and Taylor Vinters.
Mr. Mattia Colonnelli, Partner of Colonnelli de Gasperis Studio Legale, led the firm’s multi-practice team which included expertise on M&A, Intellectual Property, Information Technology, Cybersecurity, Regulatory and Labour.
“We had the privilege to work on business and legal issues side by side with the CEO and CTO of Memopal, the Italian ‘DropBox’, since the very outset of the deal. Such close work and advice on all aspects of the deal, and not only the legal issues, made the deal possible. We identified original and innovative solutions to complete the transaction,” said Mr. Colonnelli.
In addition to the usual complexities of transactions of this kind, Mr. Colonnelli says the most challenging aspects of the deal have been:
• To coordinate the 17 Sellers (including venture capital funds, incubators, accelerators and business angels) with very different background and expectations from the exit and to find innovative solutions suitable for each of them;
• To create, draft and negotiate Brexit bullet-proof clauses to isolate the parties from the uncertainties of the Brexit model which will be adopted by the EU and UK in the coming months further to the result of the UK referendum of 23 June 2016.
