Clark Hill Advises Perpetual Markets Ltd. in $87 Million Cross-Border Acquisition by Nasdaq-Listed Company

Clark Hill’s Corporate team represented Perpetual Markets Ltd. in its acquisition by Earlyworks Co., Ltd., a Nasdaq-listed company, through a complex cross-border share exchange transaction valued at $87 million. The consideration consisted of approximately $72 million in equity (ordinary and preferred shares) and $15 million in cash, payable in three tranches.

Following closing, the combined company rebranded as Perpetuals.com Ltd. (Nasdaq: PDC), with Perpetual Markets becoming a wholly-owned subsidiary of the Nasdaq public company. As part of the transaction and related shareholder approvals, Perpetual Markets’ leadership assumed key executive and governance roles in the public company. Patrick Gruhn, Perpetual Markets’ chief executive officer, was elected to the board of directors and subsequently appointed as co-chief executive officer. In addition, Matthew Nicoletti, managing member of One9 LLC, was elected as an independent director.

Clark Hill advised throughout all phases of the transaction, including deal structuring, securities law considerations, and cross-border issues spanning Japan, Cyprus, and the United States, as well as post-closing public company governance arrangements. The transaction highlights Clark Hill’s strength in guiding international clients through sophisticated M&A transactions involving public company considerations and multi-jurisdictional regulatory frameworks.

The Clark Hill team included: Randy Katz and Jeny Zarmon.