Bulgaria: Schoenherr advises Chaos on Bulgarian law aspects in merger with Enscape

The transaction, backed by TA Associates (TA) and LEA Partners, will create a global leader in the 3D visualisation and design workflow software sectors, with a focus on the AEC, Visual Effects (VFX) and Product Design verticals. TA will join LEA Partners, Enscape's current majority shareholder, in the newly combined company alongside the management of Chaos and Enscape, who will retain a significant minority stake. The newly combined company will retain the Chaos name and all products from both company portfolios will continue to operate and be available under their respective names. The joint workforce will total more than 500 employees across the globe with corporate headquarters in Karlsruhe, Germany and additional offices in Sofia, Prague, Tokyo, Seoul, Los Angeles and New York.

Schoenherr's role in the transaction, supporting the Chaos team alongside lead counsel Latham & Watkins, included advice on all Bulgarian legal aspects of the transaction, including corporate, reorganisation, employment and IP law matters, review and negotiation of certain transaction documents. The transaction is subject to customary regulatory approvals and is expected to be completed during the first quarter of 2022.

"Bulgaria has established itself as a destination where world-class business can be developed, where R&D and innovation is nurtured and the economy is developing rapidly," said partner Alexandra Doytchinova. "This transaction is a particularly stellar example. Schoenherr has strengthened its top position in M&A advisory in the TMT sector and we are happy to again join forces with and assist leading law firm Latham & Watkins in respect of the Bulgarian law aspects."

Chaos is a global leader in computer graphics technology, empowering artists and designers to create photorealistic imagery and animation across all creative industries. Founded in 1997, the company develops 3D rendering and simulation software that is used daily by top design studios, architectural firms, advertising agencies and visual effects companies around the world. The company's physically based renderer, V-Ray, has been honoured with both an Academy Award and an Engineering Emmy for its role in the widespread adoption of ray-traced rendering in motion pictures and television. Today, Chaos's advancements in ray tracing, cloud rendering and real-time visualisation are shaping the future of design communication and storytelling. Chaos operates with offices in Sofia, Prague, Seoul, Tokyo, and Los Angeles.

Founded in 2017, Enscape offers solutions that connect directly into modelling software for the AEC industry, integrating design and visualisation workflows seamlessly into one. This allows the company to support its customers through the entire design process with unprecedented ease-of-use, enabling faster concept iteration, real-time collaboration and feedback. With its innovative solutions, Enscape has quickly grown since entering the market, establishing its position as a leading provider to the AEC industry.

The Schoenherr team advising Chaos on the transaction was led by Alexandra Doytchinova (partner) and included Stela Pavlova-Kaneva (attorney at law), Ventsislav Tomov (attorney at law), Ivelina Vassileva (attorney at law), Gergana Roussinova-Ivanova (associate), Kristina Bozhinova (associate), Stanislav Bednář (attorney at law, Prague), Libuše Dočekalová (attorney at law, Prague) and Helena Hangler (attorney at law, Prague).

Latham & Watkins with Robbie McLaren as partner in charge acted as lead counsel to Chaos.