Gleiss Lutz has advised Northern Data AG on the conclusion of an investment agreement for the acquisition of the Irish Damoon Designated Activity Company (Damoon) and the planned issuance of new shares and a mandatory convertible bond.
As consideration for the acquisition of an approx. 70% shareholding in Damoon, Northern Data's management board resolved, with the consent of its supervisory board, to issue 10,478,826 new shares from its existing authorized capital in a capital increase against contribution in kind as well as a mandatory convertible bond with a principal amount of approx. EUR 87 million, which will be convertible into up to 4,763,051 shares from the existing conditional capital. The shareholders' statutory subscription right is excluded in each case.
In addition, Northern Data has an option to acquire the remaining shares in Damoon after the consummation of these capital measures for either cash or further new shares. Damoon has the necessary resources and capabilities to acquire GPU hardware which will be essential for the further development of Northern Data's business, in particular in the “Cloud Solutions" division, which is currently being expanded. The total volume of the transaction amounts to EUR 400 million.
Northern Data AG is a global B2B technology firm with registered office in Frankfurt am Main and data centres worldwide. It specialises in High Performance Computing (HPC) infrastructure, ASIC-based solutions and GPU-based cloud technology.
Gleiss Lutz advises Northern Data on a regular basis, most recently in spring 2023 on two capital increases against cash contributions and an extraordinary general meeting.
Gleiss Lutz advised Northern Data AG in this matter together with an Ashurst team led by partner Prof. Dr. Florian Drinhausen. In-house advice was supplied by Northern Data's Group Chief Legal and Compliance Officer Jim Black and Deputy General Counsel Europe Dr. Martin Rinscheid.
The following team of Gleiss Lutz lawyers advised Northern Data AG: Dr. Stephan Aubel (lead, partner), Alexander Gebhardt (counsel, both Corporate and Capital Markets, Frankfurt), Dr. Walter Andert (Corporate and Capital Markets, Berlin), Dr. Christina Aye (counsel), Anne Görg (both Corporate, both Frankfurt).
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