This mandate involved a high-value, cross-border merger and acquisition (M&A) transaction between a fast-growing European technology company and a publicly listed US corporation. The deal was complex, involving multiple jurisdictions, currencies, and regulatory approvals.

The primary challenge was to create a secure and trusted mechanism to simultaneously handle the transfer of acquisition funds (USD) from the buyer and the share certificates from the numerous sellers of the target company. Both parties required an impartial and expert third party to eliminate counterparty risk and ensure a seamless closing process once all conditions were met.

Our Role and Strategy

A. Real Constructions SA was appointed as the sole escrow agent and fiduciary for this USD 150 million transaction. Our Swiss-based reputation for neutrality and integrity was a critical factor in our selection.

Our strategy was executed with meticulous precision:

1. Bespoke Escrow Agreement: We collaborated closely with legal counsel from both the buyer and sellers to draft a comprehensive escrow agreement. This document precisely defined all closing conditions, including regulatory clearances and shareholder approvals.
2. Secure Asset Custody: We established a segregated, bankruptcy-remote account to securely hold the full USD 150 million in acquisition funds. Simultaneously, we took custody of all share certificates from the selling shareholders.
3. Diligent Verification: Our team was responsible for independently verifying the fulfillment of every condition precedent outlined in the agreement. This provided both parties with impartial confirmation that all obligations had been met.
4. Flawless Execution: Upon successful verification, we executed the simultaneous and irrevocable transfer of funds to the sellers and the share certificates to the buyer, ensuring a perfect and secure closing.

Outcome and Impact

Our role as a trusted fiduciary was instrumental in the successful completion of this complex international transaction. We provided the critical layer of security and certainty that allowed both parties to negotiate and close the deal with complete confidence.

The project demonstrates our capability to manage high-stakes financial operations with the utmost security, discretion, and professionalism. It solidifies our position as a premier provider of fiduciary services for significant corporate and financial transactions originating from around the globe.

Transaction Highlights

• Transaction Value: USD 150 Million
• Parties: Public US Acquirer & Private EU Target Company
• Assets Held: Acquisition Funds (USD) & Share Certificates
• Jurisdictions: USA, Switzerland, Germany, France
• Key Service: Neutral Third-Party Escrow Agent
• Outcome: Secure, successful, and simultaneous closing of the M&A deal.