A team led by Dr. Thorsten Kuthe, Partner at Heuking Kühn Lüer Wojtek, advised 4basebio AG (in the future 2invest AG) on the spin-off of its genomics and DNA manufacturing business to 4basebio SE and the subsequent relocation of its headquarters to Cambridge (England). The new 4basebio SE was subsequently listed on the Alternative Investment Market (AIM) on the London Stock Exchange.
Despite the challenging structure, the carve-out was implemented in just six months. The combination of a carve-out from a listed stock corporation with simultaneous relocation of headquarters abroad and stock exchange listing in another country was implemented for the first time in Germany in this form. The legal transitional provisions ending on December 31, 2020 as a result of Brexit led to significant time constraints, which increased the legal complexity.
Genomics and DNA manufacturing is the entire operational business unit of 4basebio, which includes 4basebio SLU and 4basebio Ltd. The transaction had to be concluded with a tight timeline of just a few months because, due to Brexit, implementation was only possible until December 31, 2020. It was the first time that this form of cross-border carve-out of a listed company’s business unit was implemented in Germany.
Heidelberg-based 4basebio AG (in the future 2invest AG) had sold its immunology and proteomics businesses to Abcam plc on January 1, 2020 and was also advised by the team led by Kuthe at the time. Following the spin-off of its genomics business into 4basebio SE, the company will focus on investments within the biotech sector and in other areas in addition to its 30% stake in 4basebio SE.
Counsel to 4basebio AG
Heuking Kühn Lüer Wojtek:
Dr. Thorsten Kuthe (Lead, Capital Markets),
Stefan Westerheide, LL.M. oec,
Dr. Helge-Torsten Wöhlert (Corporate/M&A), Munich
Marion Sangen-Emden (Tax), Düsseldorf
Dr. Christoph Gringel,
Andreas Wiencke (both Banking),
Dr. Uwe Hartmann (Notary’s Office), all Frankfurt a.M.
Dr. Lothar Ende,
Laura-Viola Schrömbges, LL.M. (Paris) (all Corporate/M&A), all Hamburg