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Allen & Overy advises tado on anticipated business combination with GFJ and planned IPO via DE-SPAC

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Dr Astrid Krueger

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Hendrik Roehricht
Dr Hendrik Röhricht

Partner

Munich

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20 January 2022

GFJ ESG Acquisition I SE (GFJ), the first German pure play SPAC (special purpose acquisition company) for sustainable technologies, and tado GmbH (tado), a European market leader for intelligent home climate management, have signed a mutually exclusive letter of intent and agreed on the terms of a business combination. In this context, tado GmbH is being comprehensively advised by Allen & Overy LLP.

Upon successful closing of the business combination, tado will be publicly listed on the Frankfurt Stock Exchange and is expected to be branded as tado SE. In connection with the business combination, GFJ will raise further capital in a private investment in public equity transaction (PIPE transaction). It is currently envisaged that the transaction will value tado with an enterprise value of approximately EUR 450 million.

tado is a European market leader for intelligent home climate management headquartered in Munich. As the only cross manufacturer platform, the company's smart thermostats and services connect with any kind of heating or cooling system. Customers benefit from energy saving technologies such as geofencing and open window detection as well as time of use energy tariffs. Founded in 2011, the company currently employs 180 staff and operates in more than 20 countries. The business combination with GFJ will enable tado to further accelerate its growth plans and to heavily invest in its product and technology development.

The Allen & Overy team is being jointly led by partners Dr Astrid Krüger and Dr Hendrik Röhricht (both Private Equity/M&A, Munich). Partners Dr Heike Weber (Tax), Dr Michael Weiß (Corporate/M&A), Dr Knut Sauer (Capital Markets) and Dr Udo H. Olgemöller (Public Law) are also advising. They are being supported by counsels Peter Wehner (Employment & Benefits) and Dr Andre Wandt (Corporate/M&A), senior associates Dr Thomas Dieker (Tax), Nadine Kämper (Capital Markets, all Frankfurt) and Heiner Mecklenburg (Antitrust, Hamburg), as well as associates Cornelia Tu, Frank Weiss (both Munich), Alan James-Schulz, Veronika Gaile (all Corporate/M&A), Dr Stephan Bühner (Public Law) and Anne Pelzer (Employment & Benefits, all Frankfurt). Partners Jacques Graas (Corporate/M&A) and Gilles Dall'Agnol (Employment & Benefits), senior associate Victoria Woestmann and junior associate Jacques Hoffmann (both Corporate/M&A, all Luxembourg) are advising on Luxembourg law.

GFJ's advisory team includes Sullivan & Cromwell LLP, Eight Advisory, Flick Gocke Schaumburg, Boston Consulting Group and Maximilian Mayer.