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22.11.2012

GSK advises NASDAQ-listed Commtouch Software Ltd. on acquisition of the German email security provider eleven GmbH

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GSK advises CommtouchPDF, 60 K

GSK Stockmann + Kollegen advised the Internet security provider Commtouch Software Ltd. (listed on NASDAQ and the Tel Aviv Stock Exchange) on the acquisition of the leading German email security provider eleven GmbH of Berlin, Germany. 

eleven specializes in managed email security for enterprises of any size and is the leading provider of email security for Internet service providers and telecommunication carriers.  It will become part of the Commtouch corporate family while remaining a separate corporate entity.  From the main office in Berlin, Germany, eleven will continue to provide "Made in Germany" email security to its customers in Germany and concentrate primarily on the German market.  In addition, Commtouch plans to progressively integrate eleven’s solutions into Commtouch’s offerings and thereby gain access to additional markets. 

Commtouch views the acquisition of eleven’s longstanding managed service competency and the proven cloud-based technology as an ideal basis for accelerating delivery of its own security-as-a-service platform for OEMs and service providers.  eleven founder Robert Rothe will remain eleven’s general manager and also join Commtouch’s executive team as Chief Technology Officer. 

GSK advised Commtouch jointly with Goldfarb Seeligman on all aspects of the acquisition, especially due diligence, tax and corporate law aspects of the structuring of the transaction, labor law issues, and during the contract negotitations. 

The closing purchase price included net cash of $9.2 million (€7.2 million). At the same time, Commtouch issued approximately $2.1 million worth of Commtouch restricted shares. In addition, the parties agreed on an earn-out component based on the successful achievement of certain performance-based revenue goals.


Legal Advisors to Commtouch:
GSK Stockmann + Kollegen: Dr. Anne de Boer (lead partner, Corporate/M&A, Stuttgart), Dr. Christian Schmidt (Notary, Berlin), Dr. Dirk Koch (Tax, Stuttgart); Wolfgang Böhm (Labor Law, Heidelberg); Wolfgang Jegodka (Antitrust, Berlin); Associates: Jana Roderburg (Corporate, Stuttgart); Laura Crawford (Corporate, Berlin), Jens Rügenhagen (Due Diligence, Heidelberg)

Inhouse Commtouch: Gary Davis

Goldfarb Seligmann: Aaron Lampert (lead partner), Inbal Steinitz (Due Diligence)

The full text of the deal news can also be downloaded here.