Business Transfers within

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1 Mergers & Acquisitions - Technology and Media Business Transfers within Technology and Media Bringing together experience and commercial insight 1

2 Complicated made easy Technology and licensing are increasingly important in business. Companies often have multiple contracts and licensing agreements for IT, patents, trademarks and the like. But while these technical arrangements can be complicated, buying, selling or investing in technology and media businesses doesn t have to be. With the right market information and insight into how technology arrangements work, the entire process from negotiation to completion can be more efficient, effective and, simply put: easier. Partnering with Kromann Reumert allows you to approach transactions with confidence. Whether you re buying or selling a small, medium or large business in Denmark or abroad, or financing or investing in a company, we can help. Specialists, not just lawyers While other law firms have a general mergers and acquisitions department, we go one step further with a specialist team within Mergers & Acquisitions the Technology and Media Group. The Group is made up of legal experts who are not only accomplished in handling transactions, but also bring unique industry skills to help parties cut to the core of a business transfer or investment process. Our advisers have helped facilitate venture capital investments and business acquisitions of all sizes and had a hand in most of the major transactions in the technology and media industries in recent years. They also bring practical experience from their specialty fields whether from serving on the board of a company, helping to grow a startup enterprise or drafting IT or IP contracts. If you re a buyer, investor or financier, we can help you quickly gain an overview of a target company. If you re selling a technology or media business, we can help you streamline the business, find the best transaction structure and create documentation that firmly protects your interests. 2 3

3 Not only about the law Due diligence Design and implementation A business transfer or investment is also about people. We realise that our role is to improve co-operation and communication between people on both sides of a transaction. We help clients make critical assessments on a legal and commercial basis, like selecting the right transaction structure or financing alternative. You can rely on us to act as a valuable sparring partner from start to finish. Kromann Reumert s Mergers & Acquisitions Technology and Media Group assist in: streamlining the business for sale (including structural adjustments) monitoring external influences on a transfer or investment selecting the best transaction structure and methodically planning the process (including advice for sale by auction) thorough due diligence, including liaising with public authorities and contractual parties completing the transfer or investment and carefully integrating the target business into the buyer s organisation preparing and reviewing licensing agreements and creating and negotiating key legal documents, such as: non-disclosure agreements letters of intent transfer or investment agreements guarantee catalogues shareholders agreements due diligence reports management or key employee agreements and incentive programmes. Advice from the very beginning Transactions need sufficient planning. Involving us at an early stage means we can help potential buyers or investors decide whether a transaction is beneficial, even before negotiations begin. We know when contracts conform to market standards and our lawyers are familiar with market players. In practice, our preliminary research can identify up to 80 percent of the potential risk areas relating to a target business. And identifying problems sooner rather than later saves you time and money. Hedging risks is about information. Kromann Reumert s Mergers & Acquisitions Technology and Media Group organises due diligence reviews that thoroughly investigate target businesses. We aim to provide real value to an investor, buyer or seller by directing the scope of our inquiries to focus on the core problem areas of the target business. Our investigations are designed to ensure that no problems or disputes arise after the transfer that could result in lengthy and expensive legal proceedings. We assist by: analysing business documents and carrying out external inquiries (including searching public registers) interviewing core management negotiating a business transfer or investment agreement that uses our findings to protect your interests following up on outstanding due diligence tasks after completion of the transfer or investment. Where relevant, we work in close cooperation with other specialist groups in Kromann Reumert such as legal experts in tax, finance and securities, employment law, real estate and competition law (including for notifications to Danish and foreign competition authorities). Our approach is specific and focused. Because we regularly assist with technology and media transactions, our team is familiar with the complex terminology involved and can draw on a wealth of accumulated and up-to-date knowledge. Clients can be sure that we know what to look for, what to aim for, and how to achieve it without getting lost in technical details. We offer concentrated resources that only need small teams for core areas because our lawyers are specialists within their segment of M&A. And this allows us to be competitive on pricing. We re also available when you need us, with around the clock service. 4 5

4 Transactional IT support Kromann Reumert s Mergers & Acquisitions Technology and Media Group advises on business transfers in which IT systems play a major role. Many of our lawyers have direct experience in IT that helps them understand issues from both the legal and practical sides. We have significant experience in: transitional service agreements for a successful transfer separation and implementation of the transferring enterprise s IT systems, including associated licences and data. A full range of services besides legal Different clients have different needs. We aim to match our services to each assignment. When clients need complex project matters resolved, we call on our team of Project Centre professionals. Particularly valuable for large and complex cases, their skills can be a decisive factor in successful case administration. The Project Centre can: improve efficiency in project planning, management and coordination, logistics (including deadlines and deliveries), communication, and resource allocation arrange physical and virtual data rooms to house important documents. 6 7

5 Recent transactions ebay, Den Blå Avis, Bilbasen Kromann Reumert has assisted online marketplace ebay in its purchase of Den Blå Avis (Denmark s free advertising newspaper), Bilbasen (Denmark s biggest and most visited car site) as well as affiliated companies in Denmark, Sweden and the UK. The sellers were newspaper magnate Karsten Ree and others. The transaction is the largest-ever Classified Business transaction, strengthening ebay s already strong position in Europe in this field. SBS Broadcast, TV2 Kromann Reumert assisted SBS Broadcast Danmark when the company purchased selected assets from TV2 Radio. The purchase involved a transfer of the licence to provide national radio broadcasting services to a new company jointly owned by TV2 Radio A/S and SBS Broadcast Danmark A/S. Nordisk Film Valby A/S Kromann Reumert assisted Nordisk Film Valby A/S in its acquisition of 50% of the share capital in Zentropa Folket ApS. Zentropa Folket ApS is a leading Danish film production company partially owned by Peter Aalbæk Jensen and Lars von Trier. Lyse Kromann Reumert acted for the Norwegian broadband company Lyse, assisting its subsidiary Altibox in the acquisition of the private customers of MidtVest Bredbånd, together with setting up the contractual telecommunications framework. Milestone Systems Kromann Reumert acted for Milestone Systems, the market-leading vendor in IP-based video surveillance software, and its principal shareholders in raising DKK 127 million from Index Ventures in a pre-ipo round. Deltaq A/S, Combilent Kromann Reumert assisted Danish telecommunications component provider Combilent A/S in an auction process that resulted in the sale of a 74% controlling interest in the company to Deltaq A/S, a Danish private equity fund. Zyb Kromann Reumert acted for three-year-old mobile-based social network Zyb and its principal shareholders in the sale of all its shares to Vodafone. Making Vodafone s first move into social networking, the transaction amount was EUR 31.5 million. Via Venture Partners, DdD retail Kromann Reumert acted for the Danish-based ICT venture fund Via Venture Partners in connection with its acquisition of approximately 50% ownership in DdD retail, a software house focusing on point-of-sale and backoffice solutions for retailers. Cisco Kromann Reumert acted for Cisco in its acquisition of the Danish software development house Divitech, a specialist in solutions for the broadcasting industry. Egmont, Bonnier Kromann Reumert acted for Egmont in connection with its purchase of Bonnier, a transaction that made Egmont one of the two largest publishing houses in Denmark and Norway. Via Venture Partners, Medotech Kromann Reumert acted for Via Venture Partners in connection with its investment in the Danish medical device company Medotech. 8 9

6 KROMANN REUMERT S ORGANISATION BANKING AND FINANCE LAW COMPLIANCE, CSR AND CORPORATE GOVERNANCE ENVIRONMENTAL LAW AND PUBLIC LAW IP MARITIME AND TRANSPORTATION LAW PRIVATE CLIENTS CAPITAL MARKETS DIRECT AND INDIRECT TAXES GERMAN DESK IT AND OUTSOURCING MERGERS AND ACQUISITIONS PUBLIC PROCUREMENT COMMERCIAL AND COMPANY LAW EMPLOYMENT AND LABOUR LAW INSOLVENCY AND REORGANISATION LIFE SCIENCE - BIOTECH AND PHARMACEUTICALS MERGERS AND ACQUISITIONS - TECHNOLOGY AND MEDIA REAL ESTATE AND CONSTRUCTION LAW COMPETITION LAW ENERGY LAW INSURANCE AND TORT LAW LITIGATION AND ARBITRATION OUTBOUND SERVICES SHIPPING KROMANN REUMERT SETS THE STANDARD Kromann Reumert is Denmark s premier law firm with offices in Copenhagen, Aarhus, London and Brussels. As at April 2010, we have more than 600 dedicated employees and over 300 lawyers working together as a team to service our clients. Our practice currently covers 27 different business areas, but we continuously review and develop the areas we cover to match our clients needs. Our objective is to be Denmark s premier legal adviser within each individual business area. Good is not enough it is our vision to set the standard. ONE-STOP SHOP SERVICES At Kromann Reumert, each business area is serviced by a separate practice group. Every practice group is headed by a partner who works closely together with their team to develop skills and strengthen knowledge in that particular area. Having so many specialist resources gathered in one firm enables us to constantly renew our services and stay up to date with emerging trends in Denmark and abroad. INTERDISCIPLINARY EXPERT TEAMS Sometimes our clients need access to experts across more than one practice group. For these projects, our lawyers work together to provide seamless service across the different areas. We also emphasise the importance of understanding the commercial aspects of each individual case for the benefit of our clients. It is our mission to provide focused, value-adding solutions and advice. EQUAL DIVISION It is a fundamental principle among Kromann Reumert s partners that the firm s profits are divided equally. This ensures that there is never any internal competition between partners or groups. And we are always in a position to allocate the best available skills and resources to each case. SPORTS, MEDIA AND ENTERTAINMENT SUCCESSION PLANNING TELECOMMUNICATIONS 10 11

7 Christina Bruun Geertsen, PARTNER Capital Markets Group Commercial and company law Life Sciences Direct: Mobile: Christina Bruun Geertsen was born in 1971 and joined Kromann Reumert in A specialist in capital and securities markets and mergers and acquisitions, Christina also handles general commercial and company law issues. She advises Danish and foreign industrials, equity and venture funds and financial businesses on public share offerings, disclosure and insider trading rules for listed companies, investments, and business acquisitions and sales including public tender offers and auction processes. contacts Jan Hvarre, PARTNER Energy law IP IT and outsourcing Telecommunications Direct: Mobile: jhv@kromannreumert.com Jan Hvarre was born in 1970 and joined Kromann Reumert in Focusing on IT, intellectual property law and marketing law, Jan provides advice on IT contracts, IT tendering and procurement, intellectual property rights, licensing agreements, e-law and the Internet, and personal data. He has also handled transactions involving the sale and acquisition of IT companies

8 Bent Kemplar, PARTNER Vagn Thorup, PARTNER Capital Markets Group Commercial and company law Direct: Mobile: Capital Markets Group Commercial and company law IT and outsourcing Mergers and acquisitions Private Clients Direct: Mobile: Bent Kemplar was born in 1972 and joined Kromann Reumert in Bent specialises in capital and securities markets and mergers and acquisitions, and also handles commercial and company law. He has worked as an external lecturer at the University of Copenhagen and is a contributor to Fakta Selskaber, a handbook on Danish company law. Vagn Thorup was born in He has been a partner with Kromann Reumert since Vagn s primary areas of expertise are stock exchange law, company law, IT law and mergers and acquisitions, and his clients include a range of Danish and international industrial and financial businesses. He also handles general commercial law matters and serves on the board of selected companies in the IT industry. Vagn has been named as one of the industry s leading advisers in IT and Technology Law. Martin Dahl Pedersen, PARTNER Torben Waage, PARTNER IP Litigation and arbitration Sport, media and entertainment Direct: Mobile: mdp@kromannreumert.com IT and outsourcing Telecommunications Direct: Mobile: tw@kromannreumert.com Martin Dahl Pedersen was born in 1969 and became a partner with Kromann Reumert in His specialty areas are media and entertainment law and copyright. Martin handles transactional and contentious work, including litigation, for clients from all media sectors. He has appeared before the Danish Supreme Court and the European Court of Justice in a high profile case on the digital exploitation of works. Born in 1967, Torben Waage became a partner with Kromann Reumert in He advises on business transfers and investments, primarily in the IT and telecom sector, and works with regulatory issues for telecommunications. Torben s expertise includes telecommunication and IT agreements such as IPR transfers, licensing and outsourcing agreements. He is also a certified IT mediator and Kromann Reumert s Knowledge Management Partner

9 Copenhagen Kromann Reumert Sundkrogsgade 5 DK-2100 Copenhagen Denmark Phone: Fax: cph@kromannreumert.com London Kromann Reumert 42 New Broad Street London EC2M 1JD England Phone: Fax: lon@kromannreumert.com Århus Kromann Reumert Rådhuspladsen 3 DK-8000 Århus C Denmark Phone: Fax: arh@kromannreumert.com Brussels Kromann Reumert Rue du Luxembourg 3 B-1000 Brussels Belgium Phone: Fax: bru@kromannreumert.com Kromann Reumert s vision is We set the standard. Good is not enough - we want to be the best. We provide value-adding solutions and advice with full involvement and commitment. We get there by focusing on quality, business know-how, spirited teamwork, and credibility. We are Denmark s leading law firm, employing more than 600 staff members, 300 of whom are lawyers. Our offices are located in Copenhagen, Aarhus, London and Brussels. 16