Acquisition of Limited by Celonis SE


Celonis SE is a global leader in EMS, having pioneered the process mining category 10 years ago by developing the ability to automatically X-ray processes to find inefficiencies. Its acquisition of should allow the combined group to create a more robust platform with real-time data for large-scale customers with multi-tenant environments.

The Memery Crystal team was led by President Lesley Gregory and Director Karen O’Grady with input from the Corporate, Commercial, Intellectual Property and Technology (CIPT) and Employee Employment and Incentives teams of the company. Director Karen O’Grady handled the corporate aspects of the transaction with assistance from partner Alex Stanciu and paralegal Priya Morzeria. Partner Jonathan Riley led the ICTP team alongside attorney Kasia Reda and intern Sylvia Muller. Senior partner Mark Rose and solicitor Alfie Bright handled the employment aspects with consultant Euan Fergusson advising on the employee incentive aspects.

Other companies, including Foley Hoag in the United States, Jones Day in Germany and Zepos & Yannopoulos in Greece, also advised on the deal.

Lawyer Monthly had the pleasure of speaking with Karen O’Grady, Principal at Memery Crystal, to provide us with further insight into this transaction:

Tell us about the expertise your team brought to this acquisition.

The team is made up of people with extensive experience in medium-sized M&A transactions for large companies looking to make strategic acquisitions, which means we have legal and business expertise to draw on on all aspects of a transaction of this nature.

In this case, the experience of our Corporate team in international transactions with teams in several jurisdictions, as well as our solid knowledge and expertise of the sector, served us very well and allowed us to really deliver to our client. We have a reputation for closing deals and this transaction was no exception.

How did you work alongside Foley Hoag and other international firms on the transaction?

We are fortunate to have a strong and established working relationship with Foley Hoag, having worked on a number of transactions with them in the past. Here, both companies were able to leverage this relationship for the benefit of our mutual customer.

Given the complexity of the transaction, communication was essential to ensure that our clients’ priorities and the risks of the transaction were properly considered. We were able to quickly establish and maintain open and frequent lines of communication and a clear division of labor between all companies. All advisers maintained a flexible and accommodating approach, which meant that any changes to the deal as it progressed could be dealt with quickly and efficiently between us.

Were there any challenges in your work on the deal? If so, how did you manage them?

Delivering the business results Celonis wanted to achieve in a way that complied with the laws of various jurisdictions was sometimes challenging, but we were fortunate to work with attorneys in all jurisdictions who were willing to take the time to fully explain the nuances of the applicable laws in their respective jurisdictions and work with us to find workable solutions to any potential issues. For our team, staying at the center of conversations about these issues, regardless of the legal jurisdictions involved, has allowed us to maintain a holistic understanding of the transaction and reflect this in our approach to transaction documents and negotiations.


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