Baker McKenzie advised listed company Media and Games Invest SE ("MGI") on its successful relocation of its registered office and headquarters from Malta to Sweden.
On January 2, 2023, MGI was registered in Sweden as Swedish SE. The transformation process of MGI already started in 2020. Baker McKenzie was involved in this process from the beginning. Although, based on the provisions of the European SE Regulation, a European SE can easily and smoothly "move" from one EU member state into another, it was much more comprehensive to combine and adjust the technical processes and requirements to seamlessly continue listing and settlement of the respective securities traded on the stock exchanges involved.
Prior to relocation to Sweden, MGI's shares and bonds were listed on Nasdaq First North Premier Growth Market in Stockholm, Scale segment of the Frankfurt Stock Exchange, and on the Frankfurt Stock Exchange Open Market. These listings were envisaged to be upheld and continued after relocation to Sweden. This required intricate discussions with, and early involvement of, inter alia, two different stock exchanges and four different central national securities depositaries.
"Thus, a very complex process was initiated to combine and adjust all underlying technical requirements and processes with all parties involved to ensure, that immediately after the relocation all issued and listed securities of MGI could be continued to be traded and settled without interruption, as prior to the relocation", said Ulrich Weidemann, Counsel in the Frankfurt office, who headed this transaction on the Baker McKenzie side. For at least one of the jurisdictions, stock exchanges and central securities depositaries involved, such a relocation was unprecedented. Tailor made and very complicated "game plans" on technical aspects needed to be developed and implemented.
MGI is an advertising software platform with strong first party games content. MGI’s main operational presence is in North America and Europe. Next to strong organic growth, the MGI Group has successfully acquired more than 35 companies and assets in the past 6 years. The acquired assets and companies have been integrated and amongst others cloud technology is actively used to achieve efficiency gains and competitive advantages. MGI is registered now as Societas Europaea in Sweden and its shares are listed on Nasdaq First North Premier Growth Market in Stockholm and in the Scale segment of the Frankfurt Stock Exchange. The Company has two secured bonds that are listed on Nasdaq Stockholm and on the Frankfurt Stock Exchange Open Market.
Baker McKenzie's Corporate/Capital Markets practice regularly advises on domestic and international capital markets transactions. Most recently, Baker McKenzie advised, among others, Fluidra on its acquisition of Meranus Group, Magna on the acquisition of Veoneer's Active Safety Business, MicroVision on the acquisition (asset deal) of the business of Hamburg based Ibeo Automotive Systems, Trane Technologies on the acquisition of AL-KO Air Technology, Pacoma on the sale to L&P, Deutsche Beteiligungs AG (DBAG) on its investment in vhf Group, VINCI Energies S.A. on the acquisition of parts of Kontron AG, AURELIUS on the acquisition of AGFA Offset Solutions and of Footasylum from JD Sports, FUNKE Digital on the acquisition of Baseplus DIGITAL MEDIA GmbH, Knorr-Bremse AG on the sale of its stake in Haldex AB to SAF-Holland SE, Siemens on the sale of its Commercial Vehicles business to Meritor, Kerry Group plc on the acquisition of c-LEcta, Celanese on the acquisition of DuPont's Mobility & Materials business and Sika AG on the acquisition of the MBCC Group.
Legal advisor to Media and Games Invest SE:
Baker McKenzie
Lead:
Corporate/Capital Markets: Ulrich Weidemann (Corporate/Capital Markets, counsel, Frankfurt)
Team:
Corporate/M&A: Stephan Gönczöl (associate, München), Kathrin Weber (senior associate, Frankfurt)