$340M acquisition of a European SaaS platform

This matter involved the acquisition of a Berlin-headquartered enterprise SaaS platform by a US public-company strategic buyer. The transaction structure included $340M in cash consideration, a $35M rollover equity component for the seller's founders, and a 12-month earnout tied to ARR retention metrics. We served as lead deal counsel to the buyer from pre-LOI strategy through twelve months of post-closing integration.

Background

The target was a 240-employee enterprise SaaS platform serving large European financial services customers, with operations split across Germany (headquarters and engineering), Poland (development), and Ireland (commercial). The buyer — an NYSE-listed US strategic — had been evaluating European expansion for two years and identified the target as the cleanest entry point into the EU financial software segment.

The deal arose from a competitive process. Three strategic buyers and two financial sponsors had indicated interest by the time we were engaged, and the seller had structured a Dutch-auction-style bid process that compressed the typical M&A timeline. The buyer who could move fastest through antitrust clearance had a real structural advantage on bid price — and that was where we came in.

Pre-LOI work

Our engagement began six weeks before the LOI was signed — earlier than typical, at the buyer's specific request. We led three workstreams in parallel during this period:

• Antitrust scoping, including jurisdictional analysis under HSR, EUMR, and CMA thresholds, identification of potential vertical-foreclosure concerns, and engagement with specialist competition counsel in Brussels and London
• Tax structuring, including options analysis for the rollover equity component and modeling of the post-closing operating structure under US, German, and UK tax regimes
• Diligence preparation, including disclosure schedule template development aligned to both BGB (German Civil Code) representations and English law warranty standards

This pre-LOI work compressed roughly four months of post-LOI work into the early stages of the engagement, which proved decisive when the bid timeline accelerated.

The antitrust path

Three-jurisdiction merger control was the longest path on the transaction timeline and the issue that drove most structuring decisions. We coordinated specialist competition counsel in Washington (HSR), Brussels (EUMR), and London (CMA), each operating on non-aligned timelines with different remedy expectations.

The HSR filing cleared in the standard 30-day waiting period without a second request. The CMA review was completed in 40 working days with no remedies required. The EU review was the longest path — Phase II analysis on potential vertical foreclosure in a narrow software segment serving financial services customers extended the review into a 90-working-day window, with the Commission ultimately accepting a structural commitment (divestiture of a small adjacent product line) as the remedy.

The structural commitment was negotiable because we had prepared for it. The buyer's strategic plan had already identified the adjacent product line as non-core, and we had structured the LOI to allow a clean carve-out without re-pricing the underlying transaction.

Structuring and rollover equity

The transaction was structured as a forward triangular merger under Delaware law, with a Bermuda-based holding entity established to receive the founders' rollover equity. The structure achieved three objectives: it deferred US capital gains treatment on the rollover portion for the founders, preserved the buyer's tax basis in the acquired entity, and created a clean framework for the post-closing earnout payments.

Negotiating the rollover terms required coordinated work with the founders' personal counsel in Germany, the buyer's tax counsel in New York, and our cross-border team in London. The final structure included a five-year lock-up on the rollover equity, board observer rights for the senior founder, and a customary good-leaver provision protecting the founders against post-closing termination without cause.

Lessons applied to subsequent transactions

The pre-LOI antitrust preparation pattern we developed for this matter has since been applied to seven additional cross-border M&A transactions, with consistent results: shorter post-signing clearance timelines, fewer late-stage structuring surprises, and tighter alignment between bid price and final transaction terms. We now treat pre-LOI clearance scoping as standard for any cross-border acquisition involving three or more reviewing jurisdictions — a quiet operational change in our practice that traces directly back to this engagement.