Heuking advises Vectron Systems AG on its acquisition of acardo group

A Heuking team led by Dr. Thorsten Kuthe, Partner at the Cologne office, and Dr. Bodo Dehne, Partner at the Düsseldorf office, legally advised publicly listed Vectron Systems AG on the acquisition of acardo group.

acardo group is one of the leading providers of consumer activation in Germany. Based in Dortmund, the company is considered a pioneer in coupon marketing and implements several thousand promotions per year. With its 120-strong team, the specialist for couponing and other innovative sales promotion concepts operates in the food retail, drugstore, non-food, entertainment, and health care sectors. Its customers and partners include more than 30,000 stores and over 600 leading brands from the consumer goods, health care, and entertainment industries, including EDEKA, Coca-Cola, Nestlé, Unilever, Kellogg’s, PEPSI, Krombacher, Beiersdorf, Hexal, CinemaxX, Universal, and Warner Bros.

20 years ago, acardo introduced electronic coupon clearing in Germany for the first time and operates a checkout couponing system in which coupons are issued at checkout, depending on the shopping cart. Most recently, acardo has benefited from the increasing digitalization in the retail sector. acardo markets various retailer apps to the consumer goods industry but also operates its own coupon and cashback apps. acardo also implements the well-known sweepstakes in the crown corks of various beverage manufacturers.

Vectron Systems AG acquires 100% of the shares in acardo group AG and 100% of the shares in scondoo GmbH (in the future: acardo activation GmbH). The acquisition will be paid in two parts: In the first installment, a fixed purchase price of EUR 10 million will be due, which will be partly financed by a vendor loan and partly from Vectron’s liquidity, which was also reinforced by an advertising cost subsidy of several millions from a pre-supplier. The second part of the purchase price will be due in fiscal 2026 as an earn-out, the amount of which depends in particular on the average EBIT results achieved by acardo in fiscal 2024 and 2025. The major component (earn-out 1) lies in an earnings-dependent range of at least EUR 4 million to a maximum of EUR 25.0 million. Another purchase price component (earn-out 2) is linked to acardo’s after-tax results.

Vectron Systems AG (Vectron) is a leading provider of intelligent, digitized POS systems consisting of hardware, software, and cloud services with a focus on the food service and bakery industries. With more than 240,000 installations, publicly listed Vectron Systems AG is one of the leading European manufacturers of POS systems. Stable hardware combined with flexible, reliable software has made Vectron a market leader for POS solutions within the hospitality and bakery industries in the German-speaking and Benelux countries.

The team led by Dr. Thorsten Kuthe has been advising Vectron Systems AG on ongoing business operations and on transactions for several years. Dr. Bodo Dehne is one of Heuking’s up-and-coming young Corporate Partners and was appointed Equity Partner effective January 1, 2023.

RSM, a global network of independent audit, tax and consulting firms, advised on the Financial and Tax portions of the transaction.

For additional information visit https://www.vectron-systems.com/en/.

Counsel to Vectron Systems AG
Heuking Kühn Lüer Wojtek:
Dr. Thorsten Kuthe, Cologne,
Dr. Bodo Dehne (both Lead), Düsseldorf,
Dominik Eickemeier,
Dr. Lutz Martin Keppeler (both IP, Media & Technology),
Meike Dresler-Lenz,
Stefan Westerheide, LL.M, oec,
Magdalena Köster (all Corporate/M&A), all Cologne,
Sarah Radon, LL.M. (University of Pennsylvania), (Corporate/M&A),
Christoph Hexel,
Laura-Felicia Bokranz, LL.M. (University of Cape Town), (both Employment),
Fabian Schmitz (Real Estate), all Düsseldorf,
Michael Neises (Banking & Finance), Frankfurt am Main,
Peter M. Schäffler (Tax), Munich