A team led by Dr. Thorsten Kuthe, Partner at Heuking Kühn Lüer Wojtek, advised venture capital investor German Startups Group (GSG) on its merger with SGT Capital Pte. Ltd, a global alternative investment and private equity asset manager. The merger is subject to the approval of German Startups Group’s annual general meeting that will be held on August 7, 2020. Upon conclusion of the merger, the merged company will be renamed SGT German Private Equity GmbH & Co. KGaA.
To realize the transaction, GSG will acquire SGT Capital Pte. Ltd. in exchange for the issue of 50 million new GSG shares, in exclusion of subscription rights of existing GSG shareholders, and in exchange for the issue of a mandatory convertible bond, which will be converted into an additional 1 million to 103 million new GSG shares depending on the fund volume raised by December 31, 2022. The new shares to be issued will therefore be fully subscribed by SGT Capital LLC and not be placed on the market.
Berlin-based German Startups Group is a venture capital investor focusing on young, fast-growing companies. The company acquires majority and minority stakes by providing venture capital. Since 2012, GSG has established a diversified portfolio of holdings in startups.
Founded in 2019, SGT Capital Pte. Ltd. is a global alternative investment and private equity asset manager headquartered in Singapore with a country vehicle in Frankfurt am Main.
Counsel to German Startups Group
Heuking Kühn Lüer Wojtek:
Dr. Thorsten Kuthe (Lead, Capital Markets),
Stefan Westerheide, LL.M. oec,
Dr. Gero Lingen, all Cologne
Dr. Uwe Hartmann (Notary), Frankfurt