08 March 2013 #Corporate
Clarkslegal has advised the former shareholders of Cezanne Software Group on a major group restructure and subsequent multi-million pound sale of its HR and talent management software systems dedicated to medium and large organisations to a French buyer, with a significant payment made in cash on completion and further payments to be made over the next couple of years.
The team at Clarkslegal, led by corporate lawyer Mishail Watters and carried out using a mix of Clarkslegal’s London and Reading lawyers, was involved from the outset and helped the client structure and execute a significant and complex restructuring of Cezanne’s group of companies (which included subsidiaries in the UK, Italy, France, Spain, Greece and US). Splitting the organisation has enabled Cezanne to gain value by selling the developed part of its business whilst strategically retaining and focusing on the development of new, exciting software products, to realise their commercial potential.
There were a number of challenges that Clarkslegal, working closely with Cezanne, had to overcome, including the complications of dealing with key assets and staff spread across several jurisdictions in Europe and the USA. As is often the case with software companies, the shareholders were numerous as they included a number of local and overseas minority shareholding employees and share option holders, resulting in logistical and timing issues.
Clarkslegal’s intellectual property team advised on protecting the retained software developed internally by Cezanne to ensure the intellectual property of the retained part of its business was not exposed.
Clarkslegal also advised Cezanne on the implications of TUPE on the reorganisation, assisting with ensuring a smooth and efficient transfer.
Cezanne Chairman Alberto Gabbai thanked Clarkslegal overcoming the challenges of managing an acquisition with multiple stakeholders across several jurisdictions:
“This project has been complicated project, requiring a lot of skills and good organisational ability. Considering the complexity of the deal, it went extremely smoothly and without delay. I felt supported throughout by Clarkslegal. We have worked in strong collaboration and have solved many complex issues brilliantly. Looking back, I can sincerely say that it has been a pleasure working together.”
Mishail`s team demonstrated depth and quality in handling the complexities of the restructuring and the subsequent sale.
Mishail commented that “the evolving scope and complex nature of the demerger, spanning several jurisdictions, created many challenges, all of which impacted on the eventual goal of the share sale. I am delighted that we were able to resolve these successfully within the tight timescales and ultimately deliver on the client’s key objectives and achieve a very good result for all parties.”
The deal stretched across six months and involved lawyers of several disciplines including corporate, IP/IT, employment, tax and share scheme. Clarkslegal worked closely with PriceWaterhouseCoopers, who advised the seller on the tax aspects of the deal. The buyer was advised by an internationally recognised law firm and a leading firm of accountants.
About Cezanne HR
Cezanne Software, the subject of the sale, develops and implements HR software solutions for medium and large organisations, with over 700 customers worldwide, offices in the UK, Italy, Spain, Portugal, France and Greece, and distributors in other countries. As part of the deal, while the largest part of the business was being sold, the shareholders of Cezanne Software carved out the business line called Cezanne OnDemand, which targets SMEs, and set up a new company called Cezanne HR to manage this business.
Cezanne HR is focused on providing small and mid-sized businesses with powerful, scalable and easy-to-manage Cloud-based HR software solutions. It is headquartered in London, with a subsidiary in Italy and partners to support customers all over Europe, and has very ambitious growth plans, on which the former shareholders of Cezanne Software decided to invest a major portion of the proceeds of the sale of the Cezanne Software business.
Cezanne HR offers easy-to-manage and fast-to-deploy online HR software solutions for Human Resources Management, Performance Management and Absence Management, as well as social features for HR that allow employees to work together more productively and successfully. These solutions are built from the ground up on an exceptionally robust and agile Software as a Service (SaaS) HR technology platform that, like the company’s customer community, is growing all the time.