Iris Financial’s Combination with Younited

On October 7, 2024, Iris Financial, a Euronext Amsterdam-listed company focused on the financial services sector, and Younited S.A. (“Younited”), a leading European consumer credit business, announced they have signed a business combination agreement. Iris Financial will inject between €150 and €200 million of capital into Younited in consideration for newly-issued shares of Younited. At completion of the Combination (prior to the share capital increase), Iris Financial will own at least 95% of Younited, with any remaining Younited shares to be acquired by Iris after completion pursuant to drag-along provisions contained in Younited’s existing shareholder agreement and upon the exercise of put-call rights by Iris or certain historical Younited shareholders. Iris Financial will be renamed “Younited Financial” and will remain listed on Euronext Amsterdam while applying for an additional listing on Euronext Paris. Cravath is representing Iris Financial as U.S. counsel in connection with the transaction.

The Cravath team is led by partners Thomas E. Dunn and Matthew L. Ploszek and includes associates Ryan S. Genkin, William Edin and Samuel J. Klotz on M&A matters; partner Nicholas A. Dorsey and associates Caroline B. Bowman, Jason O. Rooindej, Ikechi J. Ngwangwa and Rhemé Sloan on capital markets matters; partners Ron Creamer and Arvind Ravichandran and associates Sonia Katharani-Khan and Megan Samayoa on tax matters; partner Matthew J. Bobby, senior attorney Aaron S. Cha and associates Tiffany B. Wong and Molly E. Nichols on executive compensation and benefits matters; partner Matthew Morreale and senior attorney Annmarie M. Terraciano on environmental matters; partner Sasha Rosenthal-Larrea and associate Kenya Rowser on intellectual property matters; and practice area attorney Brian M. Budnick on real estate matters. Penina Su also worked on M&A matters.