Osborne Clarke advises Dcycle on the acquisition of German ESG start-up ESG-X

Osborne Clarke has provided legal advice to the Spanish ESG and sustainability data platform Dcycle on the acquisition of all shares in Munich-based ESG-X GmbH. ESG-X is a software start-up specialising in AI-driven ESG process automation with a focus on mid-sized companies.

With the acquisition of ESG-X, Dcycle is continuing its European growth strategy and specifically strengthening its position in the German market, which – due to stringent regulatory requirements, in particular in connection with the Corporate Sustainability Reporting Directive (CSRD) and supply chain requirements – is regarded as one of the most demanding ESG markets in Europe.

The merger creates an integrated ESG platform that combines Dcycle’s scalable infrastructure for non-financial corporate data with ESG-X’s AI-based applications. The combined offering is aimed primarily at mid-sized companies and family-owned businesses that must meet ESG and sustainability requirements but often do not have their own ESG departments or budgets for complex enterprise software.

The infrastructure will remain in certified German data centres to meet local data protection and data security requirements. The founders of ESG-X are joining Dcycle and are expected to provide operational support for the further expansion of the German business.

“The acquisition of ESG-X is an important building block in Dcycle’s European growth and buy-and-build strategy – and at the same time a good example of how technology expertise, AI capabilities and regulatory requirements in the ESG space can be meaningfully combined,” says Robin Eyben, Partner at Osborne Clarke. “The transaction demonstrates how dynamic the market for ESG software in the mid-market segment is and the role that targeted acquisitions play for international scale-ups in accessing regulated key markets such as Germany.”

Advising Dcycle on all material aspects of the transaction

Osborne Clarke comprehensively advised Dcycle on the corporate and contractual aspects of the acquisition. The advice focused on structuring and negotiating the transaction documentation, supporting the legal due diligence including regulatory ESG aspects, as well as issues relating to data protection and the use of AI-based solutions in the corporate data environment.

The Osborne Clarke team that advised Dcycle on the transaction was led by Alexandra Nautsch, with joint Partner responsibility held by Maximilian Vocke and Robin Eyben, and included Anne Müller (all Corporate / M&A), Julia Kaufmann and Dr Florian Eisenmenger (both GDPR), Ann-Kristin Lochmann (Tax), Christoph Seidler, Anna Lehner (both Employment), Dr Philipp Stein (Commercial), Marco Aatz (Merger Control) as well as Laura Valeske (Legal Project Management). With regard to any matters related to Spanish law, the team was supported by Sara Barona (Corporate) from Osborne Clarke’s Barcelona Office.