Berlin—Global law firm Dentons advised the charitable foundation Software AG Stiftung, the majority shareholder of biotech company Birken AG, on Birken's share-for-share sale to Irish company Amryt Pharmaceuticals Designated Activity Company.

The transaction was part of the reverse takeover of Amryt by investor Fastnet Equity plc., which is quoted on the London Stock Exchange's AIM market. In addition, Fastnet is proposing to raise £10.0 million (before expenses) through a conditional placing of new ordinary shares. The approximate market capitalisation of Fastnet at admission is expected to be £50 million. The transaction was approved at a general meeting of Fastnet held on 18 April 2016.

Software AG Stiftung is based in Darmstadt, Germany. Since it was founded in 1992 it has funded selected projects, for example in the area of education, in help for the disabled as well as the promotion of sciences. Its endowments are around one billion euros. Software AG Stiftung sold its shares in German company Birken, which has about 40 employees and has developed innovative cures for various orphan diseases. The shareholders of Birken will remain shareholders of the enlarged group at admission by holding shares in Fastnet.

Amryt was incorporated in August 2015 as a platform to acquire, build, develop and subsequently monetise a pipeline of patent-protected, commercially attractive, proprietary drug candidates, targeting best-in-class performance chosen to meet the orphan drug designation criteria.

The Dentons team, led by Berlin-based Partner Thomas Schubert, advised Software AG on the transaction including all aspects of corporate law. Because of the complex cross-border content, the team worked closely with the Dentons corporate team in London.

Advisors to Software AG Stiftung

Dentons (Berlin): Thomas Schubert (Partner, lead), Dr. Daniel Barth (Counsel), Dimitrios Andreadis (Associate, all Corporate/M&A)
Dentons (London): Joseph Altendorff (Senior Associate)

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