Munich — © GFJ ESG Acqui­si­tion I SE (GFJ), the first German listed SPAC (Special Purpose Acqui­si­tion Company) speci­fi­cally for sustainable tech­no­lo­gies, and tado GmbH (tado), a Euro­pean market leader for intel­li­gent indoor climate manage­ment, have signed a mutually exclu­sive letter of intent and agreed on the terms of a merger. tado GmbH is being fully advi­sed by Allen & Overy LLP.

The stock market vehicle under the name GFJ ESG Akqui­si­tion I SE was laun­ched by ex-Klöck­­ner mana­ger Gisbert Rühl toge­ther with inves­tor Florian Frit­sch and former Relayr CEO Josef Brun­ner. The focus of the shell company is on Euro­pean green­tech compa­nies. — At the launch of their GFJ-Spacs, the trio of foun­ders stated that they wanted to raise a sum of between 125 and 150 million euros with the acqui­si­tion. It is unknown how much it should be in the case of Tado.

Follo­wing the successful comple­tion of the busi­ness combi­na­tion, tado will be listed on the Frank­furt Stock Exch­ange and is expec­ted to trade as tado SE. In connec­tion with the merger, GFJ will raise addi­tio­nal capi­tal in a private invest­ment in public equity (PIPE) tran­sac­tion. It is curr­ently assu­med that tado will be valued at an enter­prise value of around EUR 450 million as part of the transaction.

tado is a Euro­pean market leader for intel­li­gent indoor climate manage­ment based in Munich. As the only multi-vendor plat­form, its smart ther­mo­stats and services are compa­ti­ble with any type of heating or cooling system. Custo­mers bene­fit from energy-saving tech­no­lo­gies such as geofen­cing and window-open detec­tion, as well as time-varia­­ble rates. The company was foun­ded in 2011, curr­ently employs 180 people and opera­tes in more than 20 count­ries. The merger with GFJ will enable tado to further acce­le­rate its growth plans and invest massi­vely in its product and tech­no­logy development.

Advi­sor tado: Allen & Overy
Jointly led by part­ner Dr. Astrid Krüger and part­ner Dr. Hendrik Röhricht (both Private Equity/M&A, Munich). It also includes part­ner Dr. Heike Weber (tax law), part­ners Dr. Michael Weiß (corporate/M&A), Dr. Knut Sauer (capi­tal markets law) and Dr. Udo H. Olgem­öl­ler (public law). The team also includes Coun­sel Peter Wehner (Labor Law) and Dr. Andre Wandt (Corporate/M&A), Senior Asso­cia­tes Dr. Thomas Dieker (Tax Law), Nadine Kämper (Capi­tal Markets Law, all Frank­furt) and Heiner Meck­len­burg (Anti­trust Law, 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 (Labor Law, all Frank­furt). On Luxem­bourg law, part­ners Jacques Graas (Corporate/M&A) and Gilles Dall’A­gnol (Labor Law), senior asso­ciate Victo­ria Woest­mann and junior asso­ciate Jacques Hoff­mann (both Corporate/M&A, all Luxem­bourg) advise.

GFJ’s advi­sors include Sulli­van & Crom­well LLP, Eight Advi­sory, Flick Gocke Schaum­burg, Boston Consul­ting Group and Maxi­mi­lian Mayer.

About Allen & Overy

Allen & Overy is an inter­na­tio­nal law firm with appro­xi­m­ately 5,500 employees, inclu­ding appro­xi­m­ately 550 part­ners, in more than 40 loca­ti­ons world­wide. allenovery.com/locations.