Davenport Lyons recently acted on behalf of Remote Reward S.A.S. ("Remote Reward"), a privately owned French venture capitalist firm in the sale of Megabeam Networks Limited ("Megabeam") to a subsidiary of Swisscom S.A. ("Swisscom"). Megabeam is a Pan-European high speed wireless internet access provider in which Remote Reward built up a 75% stake.

The transaction had several interesting legal aspects, as follows:

1. It was structured as a private company takeover offer under section 429 Companies Act 1985 rather than as a formulaic share purchase agreement, which is more usual in private company acquisitions. The transaction had to be structured in this way due to the large number of minority shareholders (many of whom were based overseas) who could not be party to the negotiating process.

2. Many of the minority shareholders were resident overseas. This required detailed consideration of the various regulatory provisions that may affect such an offer for the purchase of securities in an English company being made to overseas investors.

3. Swiss competition authority approval was required for the transaction. This had timing implications and required detailed consideration of other matters relating to the running of the business pending the competition authority's decision.

4. As a pre-condition of the transaction, Megabeam had to dispose of its interest in an Italian company. For a variety of reasons, this was done by way of a share swap. This "sub-transaction" posed a series of challenges in itself, involving advice and written opinions from Dutch and Italian lawyers. Tax advice was also required. The timing and structure of the "sub-transaction" had to be co-ordinated with the main transaction so that both deals "dove-tailed" and were able to sign simultaneously.

Rebecca Ferguson led the Davenport Lyons team assisted by Jenny Constable and Paul Toolan (Corporate) and Estelle Turnbull of the Tax Department.

Allen & Overy acted for Swisscom and Klegal acted for Megabeam.

For more information about Davenport Lyons' corporate transaction services, please contact Rebecca Ferguson at rferguson@davenportlyons.com.

For more information on Remote Reward, please see: www.remotereward.com

Remote Reward specialises in investing in wireless technology companies, which it firmly believes will be the technology of tomorrow. Its mission is to invest in companies with a strong technical base and with challenging objectives. It aims to bring organisational and technical assistance as well as financial resources to its investment companies and believes in promoting the value of long term investment in people.