Global law firm Clifford Chance has advised Pegasus Digital Mobility Acquisition Corp. (“Pegasus”) (NYSE: PGSS) and Pegasus TopCo B.V. (now SCHMID Group N.V.) on the business combination with Gebr. SCHMID GmbH and the listing of the new parent company SCHMID Group N.V. (NASDAQ: SMHD) on the NASDAQ Stock Exchange. Clifford Chance has advised as lead global transaction counsel on U.S., German and Dutch law and has been mandated by SCHMID Group N.V. as SEC and capital markets counsel going forward. The NASDAQ listing of the SCHMID Group is one of the few U.S. registered IPOs of a European company in 2024 and showcases the appeal of a U.S. NASDAQ listing for European technology companies.
Founded in 1864 and headquartered in Germany, the SCHMID Group operates an extensive global footprint. The SCHMID Group specializes in designing customized equipment and processes to build, connect and structure active layers in high-tech applications. Its business model is centered on collaborative research and development (R&D) with large original equipment manufacturers (OEMs), customized high-tech machines with an emphasis on green production technologies, and comprehensive on-site services for customers.
Pegasus was a New York Stock Exchange listed special purpose acquisition company formed by StratCap, LLC, an investment management organization focused on digital economy investments. As a result of the closing of the business combination on April 30, 2024, the combined group started trading on NASDAQ on May 1, 2024 and Pegasus has become a 100% subsidiary of the now NASDAQ-listed parent company of the Group, SCHMID Group N.V.
The highly complex transaction which took 18 months to implement was led by partners Axel Wittmann and George Hacket (both Frankfurt), with support from lead associate Carla Winslow-Kruger (Frankfurt) as well as associates Trey Oxendine (London), Gordana Golubic-Huertas (Frankfurt) and Maks Mencin (Frankfurt), transaction lawyer Valeria Umanet (Frankfurt) and research assistant Robert Persicke (Frankfurt).
Due to the cross-border nature of the transaction, the lead team worked together with the Clifford Chance Amsterdam office where partner Han Teerink and counsel Serkan Özel (both Corporate, Amsterdam) led the Dutch law workstreams of the transaction, including all Dutch closing and Dutch corporate governance matters. They were supported by partner Mark-Jan Arends and associates Zoë van den Broek, Agha Kader and Helen Liefting (all Corporate, Amsterdam).
Additional support for the transaction was provided by partners Jörg Rhiel (Corporate, Frankfurt), Olaf Mertgen (Tax, Frankfurt), Marc Besen (Antitrust, Düsseldorf), Matthew Warner (Corporate, New York), Avrohom Gelber (Tax, New York) and Michiel Sunderman (Tax, Amsterdam), who were supported by senior counsel Willem Specken (Tax, Amsterdam), senior associates Steffen Waadt (Tax, Frankfurt), Nadine Stark (Corporate, Frankfurt) and Johannes Lüer (Antitrust, Düsseldorf), associates Wei Bin Tan (Tax, New York) and Alec Sanderson (Tax, Amsterdam) as well as further lawyers throughout Clifford Chance’s international network.
