LAMY LEXEL SUPPORTS INNOVAFONDS’ SENIOR MANAGEMENT AND BPI FRANCE IN AN INTERNATIONAL OPERATION TO SPIN OFF CHLORIDE

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LAMY LEXEL SUPPORTS INNOVAFONDS’ SENIOR MANAGEMENT AND BPI FRANCE IN AN INTERNATIONAL OPERATION TO SPIN OFF CHLORIDE

Alongside BPI FRANCE and the senior management of its client, InnovaFonds, LAMY LEXEL Avocats Associés helped to set up and run the spin-off of Chloride, a world leader in the development and manufacture of uninterruptible power supply systems for critical installations in the energy, transport and industrial sectors.

The operation is part of a strategic refocusing of the American Vertiv group’s activities, and involved the French division Vertiv Industrial Systems based in Chassieu. At the same time, the Vertiv group carved out the foreign assets of its industrial activities in the United Kingdom, Turkey, Spain and the United Arab Emirates, which thus became subsidiaries.

Following the operation, the new group, which posted pro forma sales of $90 million in 2021, took back its original name, Chloride. The group employs over 300 people worldwide and generates 70% of its turnover abroad. Chloride focuses on developing innovative products and services to become a key partner in its customers’ energy transition.

This operation is fully in line with the strategy of InnovaFonds, which supports the development and transfer of companies with strong positions in market niches in the industrial and industrial services sector.

This complex yet successfully completed transaction is the result of collaboration and coordination between Chloride’s management, InnovaFonds and BPI France, with the multidisciplinary legal support of LAMY LEXEL staff, who carried out the following missions:

  • Organisation and execution of the acquisition of the French subsidiary Vertiv Industrial Systems, and legal audit work carried out by Corporate, Mergers & Acquisitions, Stock Exchange and Finance Department staff.
     
  • Coordination of foreign asset carve-out operations in partnership with local firms that are members of the PLG International Lawyers Network: Pannone Corporate (UK), Pinto Ruiz & Del Valle (Spain) and Ozgun Law (Turkey).
     
  • Assistance in the underwriting of bank financing, performed by Corporate, Mergers & Acquisitions, Stock Exchange and Finance Department staff.
     
  • Assistance in carve-out operations and contractual relationships with Vertiv post-closing (TSA, supply, license or service agreements) carried out by the Contracts, Competition and Intellectual Property team.
     
  • Tax structuring of the transaction and audit work carried out by Tax Department staff.
     
  • Social audit work carried out by the Labour & Social Security Department.

 
This complex operation required simultaneous, long-term efforts by several LAMY LEXEL departments and teams,” commented Franck Urbanski, Partner at InnovaFonds. “We were particularly satisfied with the perfect coordination of all expertise in France and abroad via the PLG International network, which gave us a constant, comprehensive vision of each topic and considerably facilitated relations with the seller.

Participants:

Chloride: Guillaume Pérol, Jean-Baptiste Trollé, Ivan Tejeda, Elena Chernetsova, Pierre Queyroi

InnovaFonds: Franck Urbanski, Victoria Guégan

Bpi France: Vincent Groeber, Cédric Béal

Vertiv: Gary Niedepruem, Stephanie Gill, Adam Hines, Giovanna Moschetto

 

Investor advisors:

  • LAMY LEXEL Avocats Associés:
  • Corporate, Mergers & Acquisitions: Michel Masoëro, Julie Thomas, Camille Naline, Typhanie Le Gall
  • Banking: Julie Thomas, Pauline Philippon
  • Contracts-Intellectual Property: Aurélie Dantzikian-Frachon, Manon Pourcher
  • Tax: Pierre-Antoine Farhat, Alexandra Delbarre, Clémence Guidi
  • Labour & Social Security: Marion Beaudot, Juliette Fernandez
  • Eight Advisory: Xavier Mesguisch, Antoine Chaucesse
  • Périclès Avocats: Frédéric Chaillet
  • Pannone Corporate (UK): Tom Hall, Miranda Foy
  • Pinto Ruiz & Del Valle (Spain): Jordi Lopez
  • Ozgun Law (Turkey): Merve Çelik
     

Chloride advisors:

  • Ami Capital: Charles Caunesil, Mathias Cuny
  • Aklea: Gilles Bazaille, Anne-Amélie Dussoge

 

Vertiv advisors:

  • Transaction R & CO: Pierre Sader, Adélaïde Cangardel
  • Jeantet: Stephen Walters, Victoria Régis, Stanislas Chaudun
  • EY: Marc-André Audisio

 

Financing:

  • Caisse d’Épargne Rhône-Alpes, arranger: Frédéric Faure, Alexandre Cotraud
  • Arkea, co-arranger: Frédéric Homs, Nicolas Rose
  • Crédit Agricole Centre Est: Claire Demengeot, Yohan Labarde
  • Banque Populaire Auvergne Rhône Alpes: Valérie Sarrazin, Aude Blanc-Bernard, Blandine Descamps


Bank advisors:

  • LexiCube: Thibault Ricome, Déborah Laubert
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