We advised SensusQ and its shareholders on the sale of shares to Quantum Systems, a German defence technology company. The acquisition forms part of Quantum Systems’ broader expansion into Estonia. We supported the client throughout a complex buyout transaction that involved numerous corporate stakeholders and extensive negotiations.
Supporting a landmark transaction in the defence technology sector
Defence technology has rapidly become a strategic priority across Europe. By combining SensusQ’s intelligence software with Quantum Systems’ autonomous aerial systems, the acquisition creates a more integrated capability spanning data collection, analysis and operational decision-making.
This matter was particularly notable for its multifaceted nature, requiring careful coordination between the client, Quantum Systems, and various shareholders. The engagement involved high-level structuring of the share purchase agreement (SPA), diligence on share options, and conversion mechanics. Our work had a direct impact on the finalisation and execution of the deal documents, ensuring that the client’s interests were well protected in a major strategic transaction.
SensusQ, an Estonian software and data solutions company, offers the premier information management system for civilian, law enforcement, critical national infrastructure and security sector clients.
Our services and client team
We advised the client on a wide range of legal and business matters, including revising and negotiating the SPA, facilitating buyer-side due diligence, coordinating complex rearrangements of shareholder loans, options and convertible loan structures, and coordinating signing arrangements. The team led negotiations, managed correspondence with Quantum Systems, advised on loan conversion matters, handled waterfall and cap table calculations, and provided guidance on corporate and option pool questions.
The project was led by partner Mirell Prosa. The team also included partner Kaido Künnapas, counsel Triin Ploomipuu, and associate Kevin Piho.
