GÖRG has advised the Icelandic company Hans ehf . on the acquisition of all shares in Fobi AI Germany GmbH, which operates in the market under the product name Passcreator. The seller is Canadian technology company FOBI AI Inc., a publicly listed company based in Vancouver. The purchase price remains confidential. The transaction has been approved by the TSX Venture Exchange.
Through the acquisition, Hans ehf., headquartered in Reykjavik, secures access to an established and globally used SaaS solution for digital wallet card marketing. Passcreator enables companies to integrate customer cards, membership IDs, vouchers, tickets or boarding passes directly into smartphone wallet apps. The scalable platform serves both small and medium-sized enterprises as well as international enterprise clients.
Hans ehf. is a specialized investment vehicle,focusing on digital customer engagement and marketing technologies. Hans ehf. also owns shares in Leikbreytir ehf., an Icelandic company offering digital gift and loyalty card solutions in partnership with Passcreator. Looking ahead, the Icelandic company is considering integrating the two businesses to leverage synergies and further expand its product portfolio internationally.
Tomas Otto Hansson (CEO of Hans ehf.) commented: “We are very pleased with the acquisition of Passcreator. This rather complex multi-jurisdiction transaction was made possible with the excellent advice and execution by Dr Stefan Heyder and his team. We are very lucky to have had them aboard to secure and close an efficient and well-structured acquisition.”
David Sporer (Founder and CEO of Passcreator) added: “With the help of GOERG, Passcreator is now owned by a strategic partner with a long-term interest. This positions the company extremely well to compete and excel in the global wallet service provider space, which has seen strong growth and investor interest over the past year.“
Fobi AI Inc. is pursuing a strategic realignment through the sale of its German subsidiary. As part of the agreement with Hans ehf., the Canadian company has been granted a comprehensive, worldwide license to continue using the Passcreator software.
GÖRG provided legal advice to Hans ehf. on the transaction with a team led by corporate law expert Dr Stefan Heyder. The focus of the advice was on the structuring of the transaction and the coordination of legal requirements across three jurisdictions – Germany, Canada, and the USA. In addition, the transaction required consideration of regulatory requirements of the Canadian securities authorities, which added to its complexity.
Advisors Hans ehf.
GÖRG Partnerschaft von Rechtsanwälten mbB
Dr Stefan Heyder (Lead, Partner, Corporate, Munich)
Thomas Altmann (Associated Partner, IT/IP, Munich)
Moritz von Limburg (Senior Associate, M&A, Munich)
Additional advisors
Stikeman Elliott LLP
Neville J. McClure (Partner, Vancouver)
