Clifford Chance advises THEON on €150 million capital increase and acquisition of a 9.8% stake in Exosens

Global law firm Clifford Chance has advised Theon International (THEON) a leading European defence group of companies on its €150 million capital increase by way of a rights offering to existing shareholders.

The proceeds will be used to partly finance THEON’s recent acquisition of a 9.8% stake in Exosens SA. Admission to listing and trading on Euronext Amsterdam took place on 18 December 2025.

Connected to the capital increase, Clifford Chance also advised THEON on the acquisition of a 9.8% stake in Exosens SA from Groupe HLD as to matters of French law, European antitrust and FDI rules as well as US CFIUS and antitrust matters. Exosens is a leading French company specializing in advanced electro-optical technologies, including light amplification, detection and imaging systems. Following the completion of the transaction, which is subject to closing pending customary regulatory approvals, THEON will become the second largest shareholder in Exosens, after Groupe HLD.

THEON is a leading developer and manufacturer of customizable night vision and thermal imaging systems for military and security applications in Europe, with a global footprint spanning more than 70 countries. THEON designs and manufactures cutting-edge optoelectronic devices for both man-portable and platform-based systems, enabling the visualization of images in low-light or obscured conditions using state-of-the-art technologies.

On the rights offering, the cross-border Clifford Chance team advising THEON was led by partner George Hacket and counsel Andrei Manea (both Capital Markets, Frankfurt) and by partner Han Teerink (Corporate, Amsterdam) with support from senior associates Maks Mencin (Capital Markets, Frankfurt) and Marina Sarkisjan (Capital Markets, Amsterdam) and associate Alessia Aiello (Corporate, Milan). Tax advice was provided by partner Michiel Sunderman and associate Alec Sanderson (both Tax, Amsterdam) and partner Avrohom Gelber and associate DyTiesha Dunson (both Tax, New York).

On the acquisition of Exosens, the cross-border Clifford Chance team was led by partners Gilles Lebreton and Aline Cardin (both Corporate, Paris) and partner George Hacket (Capital Markets, Frankfurt), with support from counsels Katerina Drakoularakou (Corporate, Paris), as well as Andrei Manea (Capital Markets, Frankfurt). Advice on antitrust and FDI matters across France, EU jurisdictions and the US was coordinated by partner David Tayar (Antitrust, Paris), with support from associates Hendrik Coppoolse and Marlen Pezzetta (both Antitrust, Paris),partner Marc Besen (Antitrust, Düsseldorf) and partners Karalyn Mildorf and Renee Latour with support from associates David Harris and Erica Hackett (all CFIUS, Washington).

Aristodemou Loizides Yiolitis LLC (Harneys) advised Theon as to matters of Cyprus law in connection with both the rights offering and the Exosens acquisition.