KPMG Law and KPMG advise GS1 Germany on the sale of its stake in the joint venture 1WorldSync
KPMG Law Rechtsanwaltsgesellschaft mbH (KPMG Law) and KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG) advised GS1 Germany GmbH on the sale of all its shares in 1WorldSync Holdings, Inc. to Battery Ventures and on an upstream carve-out.
GS1 Germany GmbH is a Cologne-based company and provider of open, cross-industry, globally valid identification, communication and process standards along the value chain. In 2012, GS1 Germany and GS1 US, Inc. merged their data pools 1Sync and SA2 WorldSync (subsequently 1WorldSync, Inc. and 1WorldSync GmbH) in a joint venture (1WorldSync Holding). This created a software-as-a-service (SaaS) network that enabled manufacturers to securely and continuously share critical product data (known as product attributes) with a community of retailers, operators and distributors across a variety of industries, including consumer products, food service, electronics and healthcare.
The two shareholders have now decided to dissolve the joint venture and, after conducting a bidding process, to sell the US part (bundled in 1WorldSync Holdings, Inc.) to Battery Ventures, a global technology-oriented investment company. The background to the dissolution of the joint venture is the uneven development of the rapidly growing markets in the USA and Europe. While the harmonization of requirements for the exchange of product master data continues to progress in Germany and Europe, the US market is characterized by diverse and individual requirements of individual retailers for product data.
By way of an upstream carve-out, the European part of the business (1WorldSync GmbH, now: atrify GmbH) was initially acquired by 1WorldSync Holdings, Inc. was sold to GS1 Germany and subsequently the US part was sold to Battery Ventures.
KPMG Law provided comprehensive legal advice (structuring and drafting of transaction documents) to GS1 Germany under German law as part of the transaction. U.S. advisors were engaged for U.S. aspects of the transaction. KPMG advised GS1 Germany on the design of the process as well as on valuation issues. Another KPMG team provided tax advice on the transaction.
The transaction was closed on July 8, 2019.
Consultant GS1 Germany, Germany
KPMG Law Rechtsanwaltsgesellschaft mbH: Dr. Philipp WüllrichLL.M., Partner, Legal Deal Advisory, Lead Partner, Cologne; Jan-Erik Schapmann, Senior Manager, Legal Deal Advisory, Corporate/M&A, Düsseldorf; Stephan Schaal, Senior Associate, Legal Deal Advisory, Cologne; Sebastian Hoegl, Senior Manager, Legal Operations/IP, Essen; Jan Rudolph, Associate, Legal Operations/IP, Essen
KPMG AG Wirtschaftsprüfungsgesellschaft: Stephan Fetsch
, Partner, Deal Advisory, Head of Retail, Head of Consumer Goods,
Dr. Dorit Weikert
, Senior Manager, Deal Advisory, both Cologne;
, Partner, Tax,
, Senior Manager, Tax, both Essen
Baker Hostetler LLP
Advisor 1WorldSync Holdings (carve-out), USA
Locke Lord LLP
Advisor Battery Ventures, USA
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