Growth Strategy: act legal Germany advises innovative FinTech company fintus on Europe-wide expansion

Last Friday, AnaCap Financial Partners, London (“AnaCap“) – one of Europe’s leading private equity investors in the technology and financial services sector – signed a majority investment agreement with fintus GmbH (“fintus“).

fintus is the leading low-code banking platform in Germany. Using low-code, banks react to changes within days instead of being dependent on long software development cycles. Since its foundation in 2017, fintus has successfully positioned itself as a provider with its Software-as-a-Service (SaaS) platform “fintus Suite” enabling the automation and transformation of banks and financial service providers. Founded in the heart of the financial metropolis Frankfurt am Main and without the support of financial investors, fintus was able to attract well-known customers early on. Today, a double-digit number of TIER 1-3 banks in Germany are already among the company’s customers.

AnaCap, based in London, has a long track record of successfully investing in FinTech companies in the DACH region. The investment in fintus was preceded, among other things, by the acquisition of WebID Solutions  in September of this year, which, among other things, is a technology partner of fintus.

The fintus management team led by founder Benjamin Hermanns will consistently drive forward its internationalization and expand its service portfolio with the strong financial partner AnaCap.

The implementation of the transaction is still subject to customary closing conditions.

Background info

act legal: with more than 300 professionals throughout Central Europe, act legal represents an attractive alternative to large international law firms by providing sophisticated national and international legal advice.

act legal Germany has been advising fintus since its foundation and has comprehensively advised fintus on all legal aspects regarding this complex transaction.

Advisors fintus

act legal Germany: Marcus Columbu (Finance, Lead), Dr. Fabian Brocke, LL.M., (Corporate/M&A, Lead); Dr. Thomas Block, MBA (Labor Law); Sarah Landsberg (Corporate/M&A).

IEG – Investment Banking Group: Mirko Heide, Patrick Schüler (Investment)

Berater AnaCap: Proskauer Rose und Norton Rose Fulbright (Law), GCA Altium (corporate finance)

zetcom, an HQIB portfolio company, acquires majority stake in Fluxguide

zetcom Informatikdienstleistungs AG (“zetcom”), a Harald Quandt Industriebeteiligungen GmbH (“HQIB”) portfolio company, has acquired a majority stake in Fluxguide Ausstellungssysteme GmbH (“Fluxguide”). The two founders and managing directors of Fluxguide, André and Kasra Seirafi, will remain co-shareholders and continue to manage Fluxguide’s day-to-day operations, as well as work closely with zetcom’s management team to advance the digitalization of museums and cultural institutions worldwide. The parties have agreed not to disclose further details of the transaction.

The combination of zetcom (collections management system) and Fluxguide (digital experiences, apps, media guides) combines competencies in the field of collections documentation and collections management with the digital interface to the visitor, an essential step in the digitalization of museums. The COVID-19 pandemic, among other things, has further accelerated the shift from traditional museum visits to a comprehensive digital experience.
“Digital interactions and the opportunities it offers for museums to create unique customer experiences will become increasingly important in the future. Moreover, museums will be able to significantly multiply their reach through digital content. We are pleased to have found a partner in Fluxguide with whom we can offer our more than 1,000 international customers state-of-the-art solutions in the field of digital experiences. One-stop, integrated software offerings can significantly reduce the complexity and time investment for museums,” says Marcel Zemp, founder and CEO of zetcom.

“We’re excited about working with zetcom. Together, we can offer an unparalleled range of digital solutions: from internal collections management to experience platforms on all digital channels. On the one hand, we offer individualized high-end solutions for specific customer requirements; and on the other hand, also standardized solutions for smaller and medium-sized cultural institutions will be available in the future. These attractively priced alternatives will enable all customers in the cultural sector to deepen and professionalize their digitalization journey,” say André and Kasra Seirafi, founders and managing directors of Fluxguide.

The long-term goal is to build a globally leading group of complementary software products for the cultural sector, inter alia through targeted acquisitions. Besides the two companies’ core markets in Europe, there will be an increased focus on further internationalizing the group, especially in NorthAmerica. The world’s largest museum market contains considerable growth potential for digital solutions, of which zetcom is already benefiting today with a subsidiary in the U.S.

About zetcom

zetcom develops internationally leading software solutions and services for museums, collections, and corporate archives as well as solutions for organizational management (foundations and associations) and environmental data management (administration and companies). Over 1,000 customers in more than 30 countries are using its flexible software solutions (SaaS) to develop and maintain cultural heritage, manage daily business or administer environmentally relevant institutions. They are supported by zetcom’s headquarters in Switzerland, by subsidiaries in Germany, the US, Spain, France and worldwide partners. Since 1998 zetcom is a reliable partner for continuous innovation, high-quality products and services and comprehensive know-how. Since 2020 zetcom belongs to the holding company Harald Quandt Industriebeteiligungen GmbH. Further information can be found at

About Fluxguide

Fluxguide develops unique digital visitor experiences in the fields of culture, science, and learning. The company offers consultation, conception, and end-to-end realization of customized solutions that transform exhibitions into creative and lively experiential spaces. Fluxguide’s many years of experience and its interdisciplinary team guarantee award-winning innovations, didactic excellence, state-of-the-art technologies, and professional handling. Clients include international museums and cultural institutions as well as research institutions and universities. Fluxguide was founded in 2013 and currently has about 20 employees. Further information can be found at

About Harald Quandt Industriebeteiligungen

Harald Quandt Industriebeteiligungen is the principal investment firm of the family Harald Quandt joined by a small, select number of (industrial) families and partners. HQIB invests in small and medium-sized companies within the German-speaking region, that are leading in established and technologically sophisticated market niches with attractive growth potential. As an industrial holding company, HQIB pursues a long-term, sustainable investment approach and is not subject to any time restrictions or limited investment periods. Further information can be found at

Advisors HQIB

Addtech acquires systerra computer GmbH

Addtech Automation, a business area in the Addtech Group, has signed an agreement to acquire all shares outstanding in systerra computer GmbH (”systerra”).

systerra delivers high-end standard, customized and own products within embedded computer systems and network solutions. The business is mainly focused on OEM-customers within industrial automation, medical technology, transportation, aerospace and defense.

systerra will very effectively complement Addtech’s current operations in the business area Automation and strengthens our position in the German market. The company has 16 employees and sales of around 9,5 MEUR.

The closing is expected to take place in the beginning of September 2021 and the acquisition is estimated to have a marginally positive effect on Addtech’s earnings per share during the current financial year.

About Addtech

Addtech is a technical solutions group that provides technological and economic value added in the link between manufacturers and customers. Addtech operates in selected niches in the market for advanced technology products and solutions. Its customers primarily operate in the manufacturing industry and infrastructure. Addtech has about 3,000 employees in more than 140 subsidiaries that operate under their own brands. The Group has annual sales of more than SEK 11 billion. Addtech is listed on Nasdaq Stockholm.

Legal Advisors Systerra

Dr. Fabian Brocke, LL.M., (M&A, project management, partner),
Marcus Columbu, (M&A, project management, partner),
Dr. Marco Loesche (commercial law, partner),
Dr. Thomas Block, MBA (employment law, partner).

Distressed M&A Deal: Traditional foundry Walter Hundhausen successfully saved from insolvency

As of March 1, 2021, Beinbauer Group has acquired the traditional foundry company Walter Hundhausen GmbH from insolvency, supported by a senior team of the law firms act AC Tischendorf (Frankfurt), FINKENHOF (Frankfurt), WENDELSTEIN (Frankfurt), as well as held jaguttis (Cologne).

Walter Hundhausen, over whose assets insolvency proceedings were initiated on August 1, 2020, was previously part of the GMH Group from Georgsmarienhütte.

The transaction has now secured the jobs of a total of around 380 employees in Schwerte, among others.

The Beinbauer Group is one of the leading suppliers of castings for the commercial vehicle industry in Europe. The portfolio company owned by the market-renowned PE investor H.I.G , which has grown immensely over the years, combines three companies of the supplier industry under one roof and employs over 1,000 people at five locations in Germany and the Czech Republic. 

Background: act legal Germany has been acting as trusted advisor to H.I.G. for many years, also for its portfolio companies – especially in cases when a clear and strategic “problem solver” is required in special situations, beyond the purely legal aspects.

Seller: Dr. Dirk Andres (AndresPartner, Düsseldorf) as liquidator

The planned innovations in company law resulting from the ‘Act to mitigate the consequences of the COVID 19 pandemic’.

The protective measures for the avoidance of the further spread of the COVID-19 pandemic do restrict the freedom to hold meetings; this also affects general / shareholder meetings of listed and private companies. This could have a significant negative effect as it will delay resolutions on important matters, such as approving annual accounts, capital measures, appointment of new boards.

The draft legislation for the law to mitigate the impact of the COVID 19 pandemic in civil-, insolvency and criminal procedural law provides for various simplifications for calling and holding such meetings and taking resolutions if such meetings are held still in 2020.

In case of stock corporations (AktiengesellschaftAG) and Societas Europaea (SE), for example,

  • the board of directors (Vorstand) can decide on the possibility to cast votes in the general meeting via electronic means even if this is not provided for in the articles of association;
  • the convening period can be reduced to below 21 days; and
  • the board of directors can decide to hold the general meeting within the business year (i.e. after the first 8 months)

The above changes are ‘safeguarded’ by a limitation of the possibilities of shareholders to challenge resolutions by the general meeting.

In  case of a company with limited liability (GmbH) there will the possibility to take resolutions in writing even if not all shareholders agree are extended (currently this is only possible if all shareholders agree to this). Also, the law will introduce some provisions regarding cooperative (Genossenschaft), associations (Vereine) and foundations (Stiftungen) which will make it easier to hold meetings and pass resolutions and to keep the board of directors in office even though ordinary period of their office might have been terminated automatically due to time limiations.

And last but not least, in case of a merger, the German transformation act requires to submit a balance sheet of the company which transfers its assets to another entity, and that the effective date of such balance sheet is not older than 8 months. This period will be extended to 12 months in order to account for the fact that due to the Coronacrisis, the taking of the shareholder resolutions required for the merger might take longer than 8 months.

Corona crisis – “Don’t panic!” Correct customer communication in the financial sector

What exactly is the problem?

Crises that affect the capital markets have always led to short-circuit reactions among investors. Since stock exchanges have theoretically processed every piece of information the moment it ceases to be insider information, reactive action on the capital market is usually too late.

The usual advice in stock market crises such as those triggered by the current corona crisis is therefore always the same: “Don’t panic!” Consequently, private wealth managers usually advise their clients to be patient and prudent in times of crisis. This advice is correct, but there are numerous legal stumbling blocks that you should avoid when communicating with your clients and choosing your course of action.

What do you need to do now?

Carefully review your clients’ portfolios in light of the current situation on the capital market, taking into account various future scenarios. Pay particular attention to compliance with agreed investment limits, loss thresholds, investment guidelines and customer wishes. If you identify a need for action, do not act against your own advice: “Don’t panic!”, so this also applies to you.

Choose your communication with your clients carefully. Obtain instructions from your customers if necessary.

If there are several options for action, make your choice carefully and document it in detail.

What are the risks for you?

In investor protection processes, investors always bring up the same arguments again and again when investments prove to be loss-making in retrospect:

  • “I did not understand the product, but blindly trusted my advisor’s advice”
  • “If I had known that my investment strategy would have this effect, I would have chosen another”
  • “I only chose this investment strategy because my advisor told me that it had to be designed in this way for efficient advice”
  • “My counselor advised me to do this”
  • “Despite the crisis, my advisor has not carefully informed me of its possible consequences”

The result is not only lengthy and therefore costly investor protection proceedings, which are usually conducted through several courts and therefore over many years. In the worst case scenario, clients may also claim damages, as a result of which they would ultimately have to pay for the losses caused by the Corona crisis.

What other risks exist?

There are also considerable regulatory risks in the medium and long term.

Particularly after the subprime crisis in the years from 2007 onwards, the regulatory and supervisory authorities spent almost 10 years drawing conclusions for the financial industry, some of which are still being implemented today. Even “investor protection lawyers” have jumped on this bandwagon and have covered the financial industry with lawsuits.

Not least because internal and external processes, documentation guidelines and the information and reporting systems of numerous private wealth managers were not adequate, a very consumer-friendly legal system has emerged, which has cost the financial industry billions. The regulatory authorities have derived numerous measures from this, which have been reflected in MiFID and MiFID II, for example.

The corona crisis has the potential to have an even more serious impact on the real economy and thus on investors than all crises in the past 50 years. If this potential has a corresponding regulatory impact, the financial industry will also face some regulatory challenges in the coming decade.

What can we do for you?

We have many years of experience in defending numerous investor protection lawsuits and the first test case in the financial services sector. In addition, we know what you need to pay attention to in your daily business due to our consulting practice. In addition, we communicate with the regulatory authorities on an equal footing and can also proactively influence them.

We make this accumulated know-how available to you in the well-known quality and speed, even in times of “Don’t panic!”

When communicating with your customers, customer advisors and external sales staff, we ensure that it is not only comprehensible but also legally sound.

When selecting the right courses of action and developing internal and external processes and documentation guidelines, we ensure that your records, procedures and decisions are legally sound.

Finally, we are happy to coordinate with the regulatory authorities in order to agree on packages of measures and to reduce or, in some cases, completely eliminate intervention by the authorities “ex officio”.

Please do not hesitate to contact us!