Herbert Smith Freehills Paris LLP advised the Korean company CSLI Co. Ltd, on its acquisition of French company SYSTRAN, one of the world's leading providers of machine translation technology.

Systran's management and principal shareholders began exclusive negotiations with CSLI Co. Ltd on 18 December 2013 for the sale of all of their shares in Systran (namely all existing shares and any new shares obtained through the exercise of their share subscription options), representing around 38.04% of the company's capital, to CSLI Co. Ltd at a price of €5 per share.

On 20 December 2013, the management and principal shareholders signed a transfer agreement with CSLI Co. Ltd, subject to the condition precedent of obtaining the necessary authorisations from foreign investment control authorities in France and the US.

Systran and CSLI Co. Ltd announced that the authorisations had been obtained on 2 April 2014 and the acquisition by CSLI Co. Ltd of the Systran shares held by its management and principal shareholders was finalised on 25 April 2014.

In so far as the transaction had caused CSLI Co. Ltd to cross the 30% notification threshold (capital and voting rights), on 12 May 2014, it filed a draft mandatory offer with the French markets authority, the AMF, for the remaining Systran shares, in accordance with French securities law.

The AMF approved the draft offer on 27 May 2014 and the offer period opened on 2 June 2014.

The team from Herbert Smith Freehills was led by Frédéric Grillier (partner, Corporate, Paris) with Magali Fernandes (Corporate, Paris), Olivier Jouffroy (Corporate, Paris), Paul Delpech (Corporate, Paris), Jean-Baptiste Thomas-Sertillanges (IT, Paris), Emma Röhsler (Employment, Paris), Jérôme Le Berre (Tax, Paris), Dana Kim and Lewis McDonald (Seoul) and Justin Schenck and Joseph Falcone (New York).

Davis Polk & Wardwell LLP advised Systran with a team including Arnaud Peres (partner, Corporate, Paris), Juliette Loget (Corporate, Paris) and Patrick Dupuis (Corporate, Paris).

Frédéric Grillier had this to say:
"2012's merger between Herbert Smith and Freehills has made the firm a key player in Asia. This transaction – the first-ever tender offer filed in France by a Korean investor – has further cemented our position as a leading law firm in Asia Pacific, in terms of organising bilateral investments between Asia and Europe and is proof that our strategy is bearing fruit."