Lawyer Monthly - January 2022 Edition

Lawyer Monthly Transaction Reports - Mergers & Acquisitions 94 WWW.LAWYER-MONTHLY.COM JAN 2022 ABOUT THE DEAL Apposite Capital, a private equity investor focused exclusively on the healthcare industry, has acquired a majority stake in CrestOptics, a world-leading firm involved in the development and manufacture of advanced systems for fluorescence microscopy. The share capital was bought from XYence Capital SGR S.p.A. and management. Since its founding in 2009, CrestOptics has become a world leader in the production of optical and electrooptical instruments for fluorescence microscopy. The firm’s early-stage diagnostics research programmes in the fields of cancer, Alzheimer’s disease and point-of-care virus detection, which it has been conducting alongside Istituto Italiano di Tecnologia, have been split off into sister company D-TAILS as part of the transaction. Botti & Ferrari Studio advised Apposite Capital on IP matters with a team comprising partners Mario Botti and Katia Spera. McDermott Will & Emery also advised Apposite Capital. CrestOptics was advised by Akran Intellectual Property, Desana & Associates and Leading Law - Notaries and Lawyers. What IP expertise and other skills did you and your team bring to the acquisition? In addition to an extensive background in patent analysis and prosecution, our firm includes experienced patent attorneys with technical backgrounds in the field wherein CrestOptics was active, i.e. electronics, optics and biotech. We brought all those experiences into the evaluation of the CrestOptics IP portfolio, which included many IP titles filed in co-ownership with other important legal entities. We have identified the points of quality and/or weaknesses of the IP project, thus advising our client accordingly to let them gain the best from this acquisition. After all due checks, including administrative due diligence, we have been asked to review the acquisition agreement supporting the lawyer team already involved in this task. My partner, Mrs Maria Caterina Spera, a valuable lawyer, supported my team and I in reviewing the agreements that further included an articulated milestone-based set of clauses for the concerned royalties. Did you encounter any challenges in the course of the transaction? How did you overcome them? We encountered some difficulties at the very beginning because we took over the project already in progress and had to review a number of previous agreements signed with the co-owners of some of the IP rights. We overcame the challenges through great synergic teamwork, exchanging ideas with our client and the other lawyers. Communication is important when dealing with challenging cases like this. Do you expect to advise on similar deals in the near future? We have already been involved in activities of this kind in the past and we do hope to have other opportunities in the future. These kinds of activities are very challenging in many aspects, but at the same time very satisfactory when you reach the end of the transaction. We enjoy our job and the opportunity that gives us in exploring new technical fields and assisting clients in solving their needs, improving our own professional skill at the same time. Lawyer Monthly had the pleasure to speak with Mario Botti, Partner at Botti & Ferrari Studio to give us some further insight into this transaction: December 2021 Apposite Capital Acquires Majority Stake in CrestOptics Legal Advisers to Apposite Capital Legal Advisers to CrestOptics