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Osborne Clarke advises on the sale of Gastrofix to Lightspeed


Written on 9 January 2020

Osborne Clarke advised the shareholders and sellers on the sale and transfer of all shares of the German point of sale specialist Gastrofix GmbH to Lightspeed POS Inc., a leading omnichannel point of sale platform provider whose shares trade on the Toronto Stock Exchange.

Lightspeed has entered into an agreement to acquire all of the outstanding shares of Gastrofix for a base purchase price of approximately US $ 61 million in cash on closing and the issuance of 1,437,930 subordinate voting shares in the capital of Lightspeed, at a value of US$28.16 per share, subject to post-closing working capital adjustment. In addition, certain Gastrofix employees can earn, directly or indirectly, an additional US$4.0 million in deferred cash consideration along with the issuance of 95,464 subordinate voting shares in the capital of Lightspeed, at a value of US$28.16 per share, through January 2022 if various performance objectives are met. An additional amount of US$10.6 million in deferred cash consideration along with the issuance of 250,598 subordinate voting shares in the capital of Lightspeed at a value of US$28.16 per share, are payable or issuable to the selling shareholders of the company if revenues from the German market exceed forecasted revenue in each of the next 2 years.

Gastrofix GmbH from Berlin with a revenue of approximately US$12.5 million, calculated in accordance with German GAAP and HGB in 2019 and 8,000 customer locations offers one of the most successful iPad cash register systems in Europe. The Canadian-based company Lightspeed is a leading omnichannel point of sale platform to nearly 57,000 small and medium-sized retail and restaurant locations in over 100 countries and approximately 900 employees around the world.

This acquisition is timely as German fiscal laws being introduced in 2020 could push merchants and restauranteurs to upgrade to cloud-based POS systems to help them run their businesses, creating a strong near-term growth opportunity for Lightspeed in the region.

Lightspeed (TSX: LSPD) is a cloud-based commerce platform powering small and medium-sized businesses in over 100 countries around the world. With smart, scalable, and dependable point of sale systems, it’s an all-in-one solution that helps restaurants and retailers sell across channels, manage operations, engage with consumers, accept payments, and grow their business.

The Osborne Clarke team led by Robin Eyben (Corporate / M&A) consisted of Maximilian Vocke, Thies Goldner, Alexandra Nautsch, (all Corporate / M&A), Hendrik Schöttle, Cedric Ludwig (IT / Data Privacy), Konstantin Ewald, Felix Hilgert (IP / Commercial), Anke Freckmann, Alexander Schlicht (Employment), Joachim Breithaupt, Florian Merkle (Tax), Sebastian Hack, Marco Aatz (Antitrust/Merger Control) as well as Antje Günther and Olomon Ljumani (Financing).